


Family Doesn't Have to be Blood

by one_true_houselight



Category: Spider-Man: Into the Spider-Verse (2018)
Genre: Alternate Universe - High School, Alternate Universe - Normal High School, Anxiety, F/M, Found Family, Friends to Lovers, Gen, M/M, Peter B is a tired theatre teacher, Spiders, both literal and heroes, cursing, human!Ham, little shop of horrors - Freeform, nonbinary!Ham, spiderman shenanigans, tags in order? what's that?
Language: English
Status: In-Progress
Published: 2019-04-30
Updated: 2019-05-25
Packaged: 2020-02-10 04:08:29
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 6
Words: 23,202
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/18652600
Author URL: https://archiveofourown.org/users/one_true_houselight/pseuds/one_true_houselight
Summary: “On the twenty-third day of the month of September, in an early year of a decade not too long before our own, the human race suddenly encountered a deadly threat to its very existence. And this terrifying enemy surfaced, as such enemies often do, in the seemingly most innocent and unlikely of places…“High school.”Mr. B grabbed the microphone from Noir as the other kids snickered. “You have to stick to the script, Noir.”“I was trying to make it fun!”“We are not doing Little Shop of Horrors set in a high school.”Alternately: The Spider-Fam puts on Little Shop!





	1. Chapter 1

**Author's Note:**

> Well hi! Guess who's back! With another multi chapter affair!
> 
> Some notes: Any content warnings will be at the beginning of each chapter, and any that will become a theme will be added to the general tags. 
> 
> Ham uses he/they pronouns in this story, so the characters and the narration will switch between them. If that strikes your fancy, I wrote more about it on tumblr, which is linked at the bottom of the fic. If not, just don't be a dick!
> 
> Knowledge of the musical Little Shop of Horrors is not necessary for enjoyment of this fic, but I also suggest you listen to it if you get a chance, it's a quality musical. Look, I'm a theatre nerd, I'm about to graduate with a degree in it. Of course I'm gonna do a high school theatre au. 
> 
> That's all for now. I will not be able to commit to any kind of update schedule as that would be unfair to all of us (see above re graduation from college), but I will do my best to keep updates coming. 
> 
> Thanks, and enjoy!

“Ms. Parker?” Peni looked up at her name, still tapping her pen against the side of her notebook. “What is the function of the mitochondria?” Peni suppressed a smile as her classmates snickered. Unfortunately, Mrs. Smythe had forbidden the meme in question, saying it was ‘too general’ for the purposes of the class. So Peni quickly scanned her notebook, trying to find the more in depth definition amongst sketches of dogs and robots. 

“Um, they make ATP for the body.” Mrs. Smythe nodded and wrote ATP on the board before continuing to teach. Peni was paying attention, at least vaguely, making sure she had all the information for the upcoming test. But she was also sketching ideas for the robot she was helping build after school; Peni wasn’t one to do just one thing, usually, and the drawing helped her focus on the lesson. After about ten minutes of review and drawing, a mid level tone blared through the speakers, indicating it was the end of class. 

“Alright, keep studying for the test. Have a good day!” Peni shoved her notebook in her bag and slid her headphones on, ducking out of the classroom before her teacher could yell at her about them. She quickly made her way through the school, weaving between the crowds to avoid the sight of the teachers walking the hallways until she got to the back staircase. She hurried downstairs, knowing she had always made this trip within the six minutes, but that never stopped her worrying. 

Soon enough, she walked through the doors into the theatre classroom and waved to Mr. B before scaling the stepped room to the place she had been sitting for the past few months. There were a few other people in the classroom, but the majority of the kids weren’t here yet, which was pretty typical. She moved one headphone off her ear and looked up at her teacher. “Hey Mr. B, how are you?” His name was actually Parker, but since that was the last name of a lot of students (including her) and a chemistry teacher, he had just gone by what he said was his middle initial. 

“I’m alright, Peni. Trying to get the rights for our musical.”

“What’re we doing?”

“Don’t want to say it yet, might jinx it.” He stopped typing on his laptop for a second and ran his hands through his perpetually messy brown hair. “But it’s gonna be a fun one. You like to build things, right?”

“Yeah? Why?” Before he could answer, two people walked in the classroom, arguing loudly about something. 

“Look, all I’m saying is that their heads are the same shape! And in a world with such unique head shapes-”

“The creators have said that he isn’t the father, Ham.” Peni recognized the two as Ham and Noir, two juniors. They had talked a little, enough for Peni to learn that they were both named Peter, and that there were at least seven other Peters in the school, so they had all chosen nicknames to make everyone’s lives easier. They made their way to their position, up and to the left of Peni, seemingly still arguing. From behind the small stage that took up the front of the classroom, she heard a voice call out as more students filed in. 

“Mr. B, I could only find three!” Miles, a sophomore, walked out with three objects, all corners and planes. He dropped them unceremoniously next to where their teacher sat perched on the edge of the stage, then jumped across the floor to where Peni now noticed his backpack sat on the steps. 

“That’s fine Miles, thanks.” The tone sounded again, and everyone settled down, Peni taking her headphones off. “Alright everyone, today we’re going to be doing some prop work-” The door of the classroom burst open, and a blonde girl with glasses came hurtling in, panting. “Oh, hi. You must be our new student.”

“Yeah.” Mr. B waited for her to continue, but she didn’t seem to be interested in talking. Finally, she muttered, “Sorry I’m late.”

“Well, Einstein said time was relative. Maybe we’re all just early.” The new girl looked up in surprise at Miles, who smiled and moved his bag to open a space next to him. 

As she moved to take the seat, Mr. B checked his computer. “You’re Gwen, right?” She nodded. “Great, don’t worry about being late, it’s your first day. I was just telling everyone we were going to be doing some prop work.”

~~~~~~~~~~~~~~~~

Gwen was standing in a small group with the kid who had made the relativity joke and a few other students. Most of the names, which had been hastily given at the start of the exercise, had already left her brain, but relativity kid had leaned over and quietly introduced himself as Miles, and since he had introduced himself again when they started, she had heard his name twice. So she knew Miles. Great. 

She watched as people took turns making scenes with the weird object the teacher had given them, and tried not to sigh. She wasn’t sure why she had signed up for this class; all she could remember was a vague idea that it would be as close to dance as she could get. New school, new start, she supposed. She watched as the object was passed to Miles, and he turned to her, eyebrows raised. She nodded and stepped over, examining the object more closely. It was bright yellow, and seemed to be the result of a number of cubes attempting to occupy the same space with marginal success. Deciding to just try whatever came to her head, she looked Miles dead in the eye and said, “What happened to my kickball?”

Miles eyes lit up for a moment before he dropped into the scene. “Well, I was playing, and Spider-Man swung by, and his webs caught it, and pulled it into a chain link fence!”

“Wow, I didn’t know that could do that to a kickball.”

“Me either,” Mr. B muttered from where he was sitting, seemingly not realizing it was loud enough for her to hear. 

Miles, who seemed to be oblivious, continued, “Yeah, I think it has something to do with the chemical composition of the webs. I think we can still play with it, though.” He tossed it lightly to Gwen, who caught it, surprised at how light it was. 

“I don’t know, I think it will still...fly differently.”

“Well, there’s only one way to find out.” Miles crossed to her and grabbed the object and acted like he was going to kick it. 

“Miles, if you kick that, I won’t let you come here after your test is done tomorrow.” Miles lowered the prop and winked at Gwen before tossing it to the next pair. 

“I wasn’t going to, Mr. B.” The teacher only grunted in response as he continued walking around the room. Miles turned to Gwen now. “So, you’re a transfer student?”

Gwen felt her shoulders tighten a little. “Yeah. From Washington.” 

“Cool. Did you do theatre there?”

“No.” 

Miles seemed to notice her tenseness, because he quickly changed topics. “How’s your first day been?”

“It’s been ok. This school is huge.” Miles nodded. “What year are you?”

“I’m a sophomore. You?”

“Same.” Miles grinned. “Maybe we have more classes together!”

“Yeah, maybe.” Gwen smiled back, a little hesitantly. She wasn’t sure how to react to this, it had been a while since she’d had any kind of new social interaction. She’d had her crew back at Washington, and then…

She shook her head as Mr. B called for everyone to sit back down. New school, new start, she kept repeating. 

Maybe she’d believe it soon.

~~~~~~~~~~~~~~~~

“Is it the red wire or the green wire?”

“It’s the grey wire.”

“There is no grey wire!”

“I’m colorblind, what do you expect?” Noir was kneeling next to their purple object, he and Ham pretending to diffuse it. Ham carefully extended imaginary wire cutters, as if to snip a wire. “Wait!” Ham stopped and looked at Noir. “Let’s try throwing it into the river! That will keep it from damaging the gallery!”

They both stood up and picked up the object, and started swinging it as if they were going to chuck it off a cliff. 

“Hey, what is it with people wanting to throw these around today? I swear…” Mr. B, who had been wandering past their group, grabbed the object from the two teens and handed it to the next pair. He looked over at Noir and asked, “Are you actually colorblind?”

“No, that was just for the bit.”

“It would explain why you act like you’re teching a show every day.” Noir glared at Ham as Mr. B chuckled and walked away. 

“Look, it’s just easier to have black cargo pants, and I’m sorry most of my t-shirts are dark. Anyway, you’re one to talk, I don’t think I’ve seen you in a cohesive outfit ever.”

“At least I have some variety.” Noir heard a snicker from next to him, and turned to see a freshman hurriedly look away. He vaguely remembered talking to her once, near the beginning of the year, and he thinks her name was...Phoebe?

“See, Peni gets it!” The name clicked in Noir’s head as Peni turned at the sound of Ham’s voice. “How’re you doing, kid?”

“I’m alright, I guess.” She looked nervous, and Noir remembered being a freshman, how overwhelming it all could be. “I’ve got a bio test tomorrow.”

“Ooh, who do you have?”

“Smythe.” Noir nodded thoughtfully. 

“She’s alright, you should be fine.”

Ham slid closer to Noir and Peni and cocked their head to the side. “So what brought you to the theatrical arts, Peni?”

“I helped out in a community production a few years ago, and wanted to try it out more.” Ham nodded happily. 

“Do you want to act, or build, or…” Peni seemed to contemplate Noir’s question. 

“Um...I really like building, so definitely that, but I’d like to try a bunch of things, you know?”

“Hell yeah!” Ham gave Peni a fist bump before continuing. “That’s the best way to do theatre, I think. I’m trying to convince Noir here to try out for the next show, whatever it’s gonna be.”

Noir rolled his eyes. “I still don’t know why you can’t join me with that.”

“Please, the stage couldn’t handle me.” Peni laughed again. “Besides, the next show’s a musical, and you know I can’t sing.”

“Doesn’t seem to stop you normally.”

“Just because I _can’t_ sing doesn’t mean I shouldn’t!”

Peni looked at them nervously. “Can I ask a question?”

“Sure.”

“Purple.” Peni and Noir looked at Ham. “What? I was guessing the question she was gonna ask, then answering it.”

Noir decided to ignore Ham for the moment and turn back to Peni. “What was your question?” 

“How did you choose your nicknames? I know there were a bunch of Peters-”

“That makes us sound like, flowers or something. I like it.” Noir pushed Ham and indicated that Peni should continue.

“Yeah, but I was wondering how you two chose yours.” Noir and Ham nodded thoughtfully. 

“Well, my last name is Porker. Which, uh, is not ideal. So people gave me shit for that, and people also call me a ham-”

“Because you are one.”

“-of course, Noir, but I realized those two things are connected, so I just embraced it, you know?”

Peni nodded as Noir said, “And when we all decided to pick nicknames, I was on a noir kick, so I went with that.”

“Plus, he dresses in the color scheme.”

“Yeah, and I usually wear tech blacks for ease,” Noir said, pulling at his mostly black Pink Floyd t-shirt. “So, yeah. Noir.”

“Man, there’s a lot of repeat names here.”

“Tell me about it,” Noir said, rubbing his head. “I’m Peter Parker, which is the same as Mr. B and the Parker in chem.”

“Really? I’m Parker too!” Noir laughed and high-fived Peni’s outstretched hand. Ham pulled out a fidget cube and leaned back, thoughtfulness painting their face. 

“What do you think the show’s gonna be?” Noir shrugged, and Ham looked at him with a smirk. “You should be more interested, seeing as you’re trying out.”

“Oh my god, I’m-”

“I think there’s gonna be some big set piece or something. Mr. B was asking me about my building stuff before class when I asked about it.” 

“Alright, see, we can work with that. Noir, she’s gonna steal your name with detective work like that.” Before Noir could retort, Mr. B called for everyone to go back to the steps. Ham bounced up and offered a hand to Peni, who shook it. “Pleased to make your acquaintance, Ms. Parker. See you around!”

Noir and Ham scaled the steps back to their spots and watched as Peni settled down next to her backpack. She picked up her notebook and opened it, starting to work on something they couldn’t see. 

“Remember when we were that small?”

“Ham, you haven’t grown since we were in eighth grade.” Ham smacked his arm. “Hey!”

“You know what I mean. She seems like a good kid, we need more builders.” Noir nodded thoughtfully. 

“Alright, good work everyone, even if you all wanted to chuck my props through the ceiling. Now-” Mr. B looked down as his computer dinged. “One second.” He leaned over and tapped a few keys. He scanned the screen and a grin lit up his face. 

“What’s up Mr. B, are they reopening the burger joint on 5th?”

“No, Miles, if that had happened, we would be going on a field trip.” The class laughed as Mr. B continued. “No, I just got confirmation of the rights for the next show.”

“Ooooh!”

“What are we doing?”

“What’s Noir going to star in?” Noir threw his pencil at Ham, who dodged it cackling. 

“A lot of you might not have heard of it, but I think it’ll _grow_ on you.” Mr. B smiled at the class, who looked at him in confusion. 

“Into the Woods?”

“Are we finally doing Spider-Man?” Mr. B glared at Miles, who was grinning innocently. 

“No, I will never do that. It’s inaccurate. And, anyway, how does fit with the grow pun I so artfully set up?” Miles shrugged. “Whatever. You kids don’t appreciate my humor. We’re doing _Little Shop of Horrors_.”

The class started chattering excitedly about that, and Noir noticed that the new girl (he really needed to get better with names) was sitting up a little straighter as Miles excitedly talked to her. Peni had turned around to grin at him and Ham, and they watched as she mouthed ‘the plant is mine.’ Ham gave her a thumbs up before turning to Noir. 

“Nerdy guy with ethical dilemmas? Sounds right up your alley.” Noir sighed, and he saw Ham’s face drop a little. “Shit, am I getting too far into the bit?”

“I...I don’t know.”

“I’ll back off, sorry.” Noir looked over at Ham, and smiled a little despite himself. Ham could get a little over enthusiastic sometimes, but they were good about backing off when they needed to. 

“Look, I’ll think about it, ok?” He put out a fist for Ham, and they bumped it with their own hand. “And no matter what, this is gonna be a wild time.”

“You can say that again.”

“And no matter what-” Ham laughed as Mr. B started calling for order in the class.


	2. Chapter 2

**Summary for the Chapter:**

> High school, man.

Since Mr. B had announced the show, the theatre kids had been starting preparations for it, to the point where other people had wandered in too, many citing Steve Martin’s dentist. Most of the kids didn’t have to heart to tell them about the difference in the musical’s ending, electing instead to encourage the interest in the theatre program, hoping to lay a good base for ticket sales come show time. 

Miles leaned over to Gwen and showed her the stoop he was sketching for the show. She smiled a little at him before looking back at the teacher in the front of the classroom. It was a few weeks since Gwen had shown up at Visions, and it turned out that they did have classes besides theatre together. Currently, they were in Physics, learning about waves. Miles turned back to his notes, where he had a neat diagram of a wave, and started adding color to it as he listened to the lesson, letting words like amplitude and resonance wash over him. 

Soon enough, though, the tone sounded, and it was time to move to the next class. Miles quickly packed up and waited for Gwen, who had taken a moment to write down one more thing before packing her own bag. Once she was ready, they started walking towards the English hallway. 

“Your sketch looked cool, Miles.”

“Thanks! I’m trying to figure out how it might have plants at the end, I need to talk to Peni.”

“This seems like it’s going to be a really fun show.” Miles nodded, happy that Gwen seemed to be excited about it. Over the past few weeks, he had managed to piece together that she had left Washington for less than ideal reasons, and whatever had happened made her closed off. She had been slowly settling into Visions, and Miles was determined to help her, even if that meant walking in companionable silence to class. 

As they navigated the halls, Miles’ friend Ganke walked past, going in the opposite direction. When Miles waved at him, he quickly turned around and walked next to Miles and Gwen, him and Miles fist bumping. “What’s up, Ganke? Don’t you have class?”

“Ah, it’s right there, I’ll be fine. Hey Gwen!” Gwen gave him a small wave. “I wanted to tell you about a project I’m working on, extra credit for Bio.”

“What is it? Can I get in on it?” Ganke laughed. 

 

“Don’t you have like, a 95% in the class?”

“Hey, extra credit’s a good buffer.”

“Well, I don’t know if you’d want to. I’m doing experiments with spiders-” Miles gave Ganke a look of terror. 

“ _Why would you choose to do that?_ ”

“Miles, spiders are crucial to the ecosystem,” Gwen teased. “Shouldn’t you know that with that 95?”

“Just because they’re important doesn’t mean I have to choose to have them near me!”

“Look, I don’t mind spiders, and it’s an interesting project!” Before he could continue, Ganke caught sight of a clock and sighed. “I gotta run, I’ll tell you about it later.”

“How much could I pay you to not?” Ganke playfully hit his arm as he turned around. “I’m kidding, man, I’d love to hear about it. Just no pictures.”

“You got it. See you later, good to see you Gwen!” Ganke hurried off and Gwen laughed. 

“Not a fan of spiders, huh?”

Miles shuddered. “Look, I don’t like the way they move. And eight eyes? That’s just excessive.”

“Fair enough, I guess.” At that point, they had reached their classrooms, and Gwen waved as she walked into hers. Miles waved back and found his seat near the windows and pulled out his notebook, continuing the stoop sketch from before. Just after the tone sounded, Miles looked up to see Ham walking into the classroom. Surprised, he waved at them and they mock saluted back as they walked up to Mr. Urich. After talking with the upperclassman for a moment, Mr. Urich sighed and walked over to his desk and seemed to search for something on his computer. Ham wandered over to Miles’ desk and nodded at him. 

“How’re you doing, kid?”

“Good! I’ve been trying to design the stoop for the show.” He spun the notebook around, and Ham smiled as he examined the drawing.

“This looks really cool. Are these-”

“Mr. Ham.” Ham rolled his eyes at the honorific and slid the notebook back to Miles. 

“Gotta go, duty calls. See you tomorrow!” Miles spun his notebook back around as he heard Ham say, “Sir, you really don’t have to call me Mr. Or Mx, as it were.” Miles knew Ham was ok with either, which was the only reason he hadn’t spoken up when his teacher had used one. Ham was more peeved at the formality, which Miles figured they could fight on their own. 

Once Ham had gotten what he’d needed and left (though not before shouting about auditions as Mr. Urich glared him out the door), the lesson started, and Miles wrote some notes about foreshadowing, Ganke’s conversation from earlier inspiring doodles of spiders around them. 

~~~~~~~~~~~~~~~~

Ham was standing in the chemistry lab, watching a beaker bubble and writing down temperature readouts from the thermometer hanging above it. They tapped their pencil as Mr. Parker walked past, waiting for the next minute interval. They absentmindedly undid their ponytail and ran their fingers through the curls, then quickly put it back up as the timer clicked closer to zero. As it was about to go off, someone further down the long counter banged into it, making the whole thing shudder. Ham swore as the liquid sloshed, but luckily it didn’t escape the beaker. The thermometer, however, had started spinning and tilting, and Ham reached out to try and fix it as the timer started going off. He untangled the cord and held the screen in place, waiting for it to calm down, his hands getting warm and moist in the steam. Once it was still again, he stopped the timer and wrote down the temperature before drying his hands. 

As he did this, his lab partner Dani came up with the next solute they were testing. She saw him wince as he looked at his hands, a slight pinkness fading away from the usual light brown. “You alright?”

“Yeah, some idiot bumped the counter and I had to fix the thermometer. We’re ready to put that in, though,” they said, gestring towards the small plastic container. The rest of the class went without incident, and Mr. Parker seemed pleased with the lab. Once the tone sounded, indicating the end of the day, Ham packed up and wandered outside to the flagpole, where he always met Noir. He saw him there, same black cargo pants as always (he owned approximately ten pairs, the nerd), light shining off the pins on his beanie. 

“Hey, biscuit boxer!” Noir looked over and laughed as Ham walked up. After he had chosen Noir, Ham had looked up 30s slang and would use it (or his closest attempt) sometimes to make him laugh. “Am I taking you home?”

“I’m not sure, I-” His phone buzzed, and Noir opened the message. Ham watched as his face tried hard not to change, but a flash of disappointment made it past anyway. “Could I come over to your place?”

“Yeah, of course.” Noir had been crashing at Ham’s place almost as long as they’d been friends, to the point that he had an extra key to the Porker household. Ham had heard stories, on nights where Noir couldn’t sleep and sat curled up in a corner of Ham’s room, and the only reason they hadn’t filled out adoption paperwork was at Noir’s behest; something about being there for his younger sister. Ham had said they would adopt her too, but Noir had chuckled and shaken his head, so they had to be happy with being an occasional escape. 

The two wandered over to Ham’s car, a tan Toyota Camry which had been his mom’s old car. That fact was apparent from the faded ‘My honor student’ stickers that Ham had covered with a number of magnets. Ham opened the back door and tossed their bag in before hopping into the driver’s seat. He made sure Noir put his seatbelt on, then started up the car and pulled into the line of students trying to leave the parking lot. 

“So,” he said, the syllable drawn out to a comedic extent. “How was school?”

Noir laughed at Ham’s impression of a suburban parent. “It was fine, got a 91 on that history essay.”

“Hell yeah!” Ham resisted to urge to flip off a car as it cut them off. “I managed not to burn off my hand in chemistry. Man, it is weird having Mr. Parker.”

“I’m glad I didn’t get him, we would have had to have a ‘there can only be one’ moment, and I’m far too tired when the school day starts to deal with that.” Ham cackled as they pulled up to another turn, edging closer and closer to real freedom. He straightened up a bit and grabbed his phone, unlocking it before passing it to Noir. 

“Can you let my mom know we’re on our way?” Noir nodded and texted for a second before handing the phone back. “Thanks. Oh, also, I saw Miles when I went to Urich, he’s already designing the stoop!”

“How’s it look?”

“Good! Though, that’s not a surprise. It looked like he had places for plants to grow from at the end, which is super cool.” Ham hesitated before continuing, “You know what you want to do for the show?”

Noir sighed, but put a hand up before Ham could apologize. “It’s fine, it’s not you. I...don’t know, I guess I need to decide. Auditions are next week.”

“Yeah.” 

The silence stretched for a bit as the line of cars inched forward. It wasn’t an uncomfortable silence, per say, but it was one Ham could tell they shouldn’t break. Finally, Noir spoke again as they approached the final stop sign before the parking lot’s end. “Do you really think I should audition?”

“I do. You can act, Noir, and you’ve told me you enjoy it. I want to support you trying it out.” They looked over to see Noir nodding a little, face still unsure. “Look, I’m not going to force you into anything, you know that. But I think this would be a great chance for you to try something new, you know?”

“I...yes.” Noir looked at him and smiled. “Guess I have to pick an audition song, then.” Ham cheered as he pulled out of the lot and headed for home, the two excitedly discussing song options.

~~~~~~~~~~~~~~~~

Peni sat in the engineering classroom, carefully assembling a small robot body as the smell of soldering wafted over from the corner. Someone tapped her shoulder, and she spun around and slid one of the headphones off her ears. Behind her stood Zach, an older member of the robotics club at Visions. “Hey, Peni, could I borrow you for a second?”

“Sure.” She paused her music and put her headphones down before following him to another table, where a half finished robot sat, limbs splayed out amongst loose parts. Zach pulled up a second chair, and they sat down as he explained what he was doing. 

“So, I’m trying to attach this stabilizer, but I need both hands to flip the catch. Can you hold the bot like this?” He held it up at an angle, then held it out to her. She nodded and took it, holding it steady as he started attaching the part. It took about thirty seconds of him fiddling with something under the chassis, but then he nodded and she set it down carefully before going to stand up. “You doing ok?”

She looked over at Zach in surprise. No one in the club had been rude, to her relief, but they had certainly seemed a little surprised to see a freshman girl like her interested in this stuff. She tried not to let that get to her, but it also meant she had been hesitant about talking to any of them beyond straight robotics talk. “Yeah, just focused, I guess. Sorry.”

“No worries, just wanted to make sure no one had given you sh- uh, trouble.”

“She tried not to giggle as she said, “You can say shit, it’s fine.”

“Fair enough. We, uh, we usually get pizza after the meetings. We’re not doing it this week, because of JEFF.” He yelled the last part at the kid soldering, who carefully put the iron down before flipping Zach off. Zach laughed and turned back around. “But yeah, if you wanted to come when we’re actually doing it. We’ve been meaning to ask, but we didn’t want to make you uncomfortable.”

“Yeah, I’ll ask my parents. Would I need a ride, or…?”

“Oh, no, only if you wanted your folks to drive. We’d be happy to drive you.” Peni nodded and smiled, trying not to show her shock over the whole situation. 

“Alright, cool. I’ll let you know, I guess. Thanks.” Zach grinned and offered a high five. She obliged before going back to her robot. As she kept tinkering, she thought about how in middle school, she’d been more of an outsider for...many reasons in her robotics club, and had brought that attitude along to high school. But now, it seemed like she might be making some friends here. That was two clubs she was getting involved in now, did that make her a social person?

The time finished up as she had that last thought, and she decided to hold judgement on the issue until more happened. She did wave to the rest of the club, though, and they waved back merrily, so it was a promising sign. 

As she walked through the school towards the front drive, she saw Mr. B and remembered a question she had about Audrey II. She called out to him and he turned around, a concerned look fading from his face when he saw her. 

“Peni! Where are you coming from?”

“Robotics! I had a question about Audrey II.” She noticed him look at the clock behind her. “I can ask later if you need to be somewhere.”

His eyes flicked back to her and he shook his head. “No, no I’ve got a second, what do you need?”

“Do you have a size requirement for her forms? Or, to be more specific, a size _limit_?” Mr. B’s face split into a wide grin. 

“Look, Peni, if the pieces needed to assemble her can fit through the loading door, then I’m fine with it.” Peni gave him a thumbs up. “I can get you those measurements tomorrow, alright? Unless you have anything else, I need to head out.”

“That’s it for now, thanks Mr. B!”

“No problem, don’t forget your monologue tomorrow!” 

“I won’t, but you’ll probably want to.”

He turned around as he called back, “Ah, don’t say that, you’ll be fine.” She laughed as she kept walking towards the doors. Maybe she was turning into a social person.

**Notes for the Chapter:**

> Thanks for reading!


	3. Chapter 3

**Summary for the Chapter:**

> Audition time! Gwen and Noir quietly bond. Noir auditions. Peni talks to Ganke.

**Notes for the Chapter:**

> CW for mentions of past trauma, spider mention
> 
> Hi all! I'm back. Enjoy the chapter!

Gwen was standing in the theatre room, showing Miles simple dance steps. They were all from the choreography that would be shown during that day’s auditions, and Miles had suggested she teach him when he saw her practicing. As she held out her arm fo Miles to hold onto while he tried to arabesque, she smiled at the realization that it was actually helping; showing Miles the steps not only helped her practice, but also kept her from psyching herself out about the whole thing. 

Mr. B walked out from backstage and looked over at Miles desperately trying to keep his balance. “Miles, if you trip on your shoelaces, I will not help you.”

“I won’t, Mr. B, I’m extremely graceful.” He put his foot down and did an exaggerated leap, almost running into the wall (though, Gwen mused, that wasn’t because of his perpetually untied shoelaces). He bounced back and bowed. “See, I didn’t fall!” 

“Yeah, you just almost went splat into a cinderblock wall.” Miles stuck his tongue at the teacher before turning to smile at Gwen. “Gwen, you are a brave young woman for trying to teach him to dance.”

“I wouldn’t call myself brave-”

“I would!” Mr. B and Gwen looked at Miles with surprise. He rolled his eyes, clarifying, “Not for teaching me to dance, for coming to a new school! C’mon…” 

Gwen looked at Miles, and saw a flash of nervousness in his eyes. She could tell he was worried about his statement, though she couldn’t tell why, so she smiled and said, “Fair enough, Miles. I’ll take it.” His hesitant smile grew into a grin. At that point, a wave of students came into the classroom, and Gwen saw Peni walk in and wave at them. She hurried over and put her bag in her usual spot before pulling out her notebook and walking over. 

“Hey Miles! Hey Gwen!” 

“Hi, Peni.” Gwen smiled at the younger girl as Peni bounced a little, clearly excited to show them something in her book. 

“Peni! Do you have sketches?”

“Of course I do, what else would I do in biology?” She opened the book as Gwen and Miles laughed, flipping through pages of neat notes interspersed between sketches flicking past too fast to recognize. She found her page and turned the book around, showing a drawing of a potted flytrap. There was a note next to it that read _24 inches?_ , so Gwen figured this was phase two of Audrey II. 

“Ooooh!” Miles leaned in to examine it, fingers lightly tracing the lines. “How does it move?”

“That’s what I wanted to talk to you about-” At that moment, the door to the classroom opened again, and Ham and Noir walked in, talking in quiet voices. Noir looked nervous about something, and Gwen remembered he had decided to audition today as well. Peni saw them too, and she waved them over. The two juniors waved back and deposited their things before walking over, Gwen moving to the side to let Ham stand next to her, while Noir stood behind Miles, his height letting him still see the picture. 

“Audrey II?” Peni nodded at Ham. “Looks cool as shit.”

“Language!” Mr. B called from the stage, not looking up from his computer. Peni snickered as Ham rolled their eyes. 

“So, Miles, I was wondering if we could talk about where all the Audrey II’s are going, so i can figure out how they move?”

“Yeah, I-” The bell rang, and Mr. B stood up to address the class. Gwen and the rest of them sat down, still gathered around Peni as Mr. B spoke. 

“Alright, hi everyone. As many of you know, there are auditions for Little Shop of Horrors today.” He paused as a few people cheered, led on by Ham. “Yeah! It’s great. Now, who in here is planning on auditioning?” Gwen raised her hand, as did about three quarters of the rest of the class, including Noir. “Fantastic. If you want, you can take the class to practice and get feedback from each other. Everyone else, we’re gonna talk sets.” He nodded decisively as people stated standing up and moving around. 

Gwen looked over at Noir and could see him staring down at his lap, face set. She reached over and tapped him on the shoulder, and his head snapped up, eyes wide. “Sorry!”

“No, no, it’s fine, it’s fine. Just preoccupied. What did you need?”

“Was wondering if you wanted to practice together. You’re the only one I know here that’s also auditioning.” He nodded slowly, clearly considering the offer. 

“That would be nice. If you don’t mind.”

“Of course, I’m the one who asked.” Gwen got up, Noir following, and they retreated to a different corner of the room as some of the class gathered around Peni and Miles. Most of the ones who had raised their hands were scattering around the room, trying to find starting notes, or remember dance moves. 

“Who are you auditioning for?” Noir was picking at the carpet, but still looking at her as she considered the question. 

“One of the urchins, but I would be fine with ensemble. You?”

“I’m doing one of Seymour’s songs, because it fits my voice, but I’m fine with whatever.” His voice trailed off at the end, and Gwen got the impression this was the first time he had said it out loud to someone (besides Ham of course, but they were attached at the hip, so it was different). 

“Nervous?”

“Incredibly.”

“Same.” Gwen tried to figure out what to do as Noir played with the zipper on his hoodie. “Want to practice the dance?”

“That would be great. My mom says I have two left feet,” he said, a nervous chuckle punctuating the statement. They stood next to each other and started going through the steps, Noir mouthing the lines that went with the dance. Gwen watched him out of the corner of her eye, and was surprised to see that Noir’s movements were precise, despite his clear hesitance. 

After finishing the audition dance, she turned to him and smiled. “That looked pretty good, Noir. Not sure what your mom meant about having two left feet.”

He smiled a little at that, but there was something in his eyes that made Gwen feel...strange. Like she should apologize, but she wasn’t sure how, or even if it would be appreciated. Noir cut through the moment by shaking his head a little and saying, “Well, that wouldn’t be the first time she was a little off base, you know?” When he looked back at her, the look was gone, and she decided to not press. “Are you adjusting to Visions well?”

“Yeah, I think so. This show seems like it’s going to be fun.”

“Good. I can’t imagine, having to leave all my friends behind like that. I’m glad you’re finding people here.” Gwen nodded, but her mind had been flung someplace else at the mentions of her friends. She breathed in and out, hoping her panic wasn’t obvious to the upperclassman. He couldn’t have known that she had left her friends behind, but it wasn’t her moving away that had caused it.

But it seemed like her coping mechanisms were working as they should, because she was able to smile and say, “Yeah, it’s always going to hard, you know? It’s nice to meet new people, though,” and he nodded, and she realized he was doing what she had done only a moment before. 

Before she could reflect on that, though, Noir said, “Can we run it again?” She nodded and reset, and they went through the moves again, Noir a little more confident, Gwen a little more thoughtful. 

She didn’t know what was going through Noir’s head, and she knew she may never find out. But it was nice to know she wasn’t the only one fighting, and she hoped he knew that now too. 

~~~~~~~~~~~~~~~~

Noir was sitting in history staring at the board, the words written on it flowing through his mind like water. It was the last class of the day, and then it would be auditions. He didn’t know why he’d let Ham talk him into doing this, _I’m going to make a fool of myself, why did I think I was worth enough to-_

He squeezed his pencil a little harder, trying to chase the thoughts from his head. Most of them were garbage, ideas thrown at him through his life now echoing as if shouted from the stage at Carnegie Hall. And Ham? While his friend had encouraged him, and made so many jokes, the decision had been Noir’s, and Noir’s alone, and he was excited. Sometimes his nerves just shouted a little louder, but the excitement was there all the same. 

The familiar tone sounded, and as the teacher dismissed the class and people began to file out, Noir slowly packed his things. _Maybe if I just stay here, I can just not do it._ He shook himself and stood up, slinging his bag over his shoulder and heading to the auditorium. 

As he walked, he saw a familiar figure amongst the crowd pouring out of a hallway up ahead. “Oi, Ham!” His friend spun around at the noise, a grin appearing on their face as they stopped, waiting for Noir to catch up. 

“What’s up, man? You ready?”

“Oh, you know…” And Ham did know, because they had been friends for as long as Noir could remember, and Ham was the one who had first seen through Noir’s serious facade. He nodded and reached out, linking arms with Noir as they walked through the school. 

“Just breathe, ok? You’ve practiced a lot, I know, because I’ve heard the song approximately three thousand times, a sacrifice I’m willing to make for you-”

“Ham, you were the one that put the track on repeat that day.”

“That is besides the point!” And Noir laughed, some of the tension leaving his shoulders as Ham continued, “You know the song, you sound good, you learned that dance, and you look damn good doing it.”

“Yeah, I know, it’s just...what if I forget? Or I mess up?” Noir leaned his head back and groaned. “Why the hell am I even doing this? Maybe my parents were right-”

Ham gave him a look. “Noir, my friend, my comrade, the straight man to my hijinks-”

“How dare you call me straight?”

“The comedy term, you ornery bastard.” Noir chuckled while Ham said, “As I was saying, while I understand that given the vastness of the universe and its infinite probabilities, your parents might someday be right about something, I refuse to believe they’ve managed that feat about something like this.” 

“Yeah, ok, but Jesus, Ham! I’ve never done this before! Me singing dumb shit in your car is different than this! What if I’m not cut out for this?”

“Do you enjoy it?”

“Enjoy what?”

“Singing, acting, performing. All that jazz.”

Noir snorted. “Good reference.”

“I know, answer the question.” Noir hesitated, digging through the fear, the shame from his family, the black hole of trying to find who he was and found-

“Yeah, I really do.”

“Then it sounds like you’re cut out for this.” At that point, they were almost to the doors of the auditorium, and Ham grabbed Noir’s arm and spun him around. “And look, I know the people that should be saying this won’t, so I will. I’m proud of you Noir, just for walking onto that stage. Alright?”

Noir reached up and grabbed Ham’s hand, his eyes not leaving their face. “Alright. Thanks.” He felt like he should say more, but he could see all the words that he could ever say reflected on his friend’s face, so he just smiled and hugged them. 

“And people call you stoic…” Noir laughed at Ham’s muffled statement, and they finally pulled apart and headed inside. Miles was sitting on the edge of the stage, handing a paper to Gwen and laughing. He looked up and waved, causing Gwen to spin around and wave as well. 

“Noir, come get your audition form!” Noir and Ham walked through the house to get to Miles, and Noir grabbed a form, nodding to Gwen. 

“Thank you, Miles.”

“Of course, man. Ham, you sure you don’t want to audition?”

“Absolutely. My singing has been described as akin to a cat falling on a series of metal children’s slides, and that was someone being kind.”

Noir snorted. “It’s not that bad.” Ham shrugged, and Noir asked Miles, “How many people are auditioning?”

“Um, I’ve seen about 20 so far. Not a lot of guys though, so I’m glad we have you.”

“We did lose a few of our normal guys last year, didn’t we?” Noir saw Gwen look up suddenly at that, worry painting her face, so he quickly clarified, “They graduated.” She nodded, clearly trying to play off her panic. He remembered her face earlier that day, right after he had panicked about his mother being mentioned. He clearly wasn’t the only one with baggage, and he hoped she was doing ok.

Another couple of people came up to get an audition form, so Noir went to find a seat, Ham following behind. Once he did, he pulled a pencil from his bag and started filling in the form, Ham reading over his shoulder and giving suggestions. “Say you can do parkour.”

“I haven’t done that in years. And I wasn't very good.”

“You think he knows that?” Noir rolled his eyes and wrote _parkour (kind of)_. 2He kept filling it out, rubbing the back of his neck nervously as he wrote _n/a_ in the previous experience category. He hesitated, turning to Ham. 

“Do you think one video we did in eighth grade counts as previous experience?”

“Yes. Put it down as ‘multimedia masterpiece about the passage of time and the futility of understanding it.’ That’ll sound good.”

Noir rolled his eyes and wrote _Friday music video (performer, co director)_. Ham snorted and pushed him a little. Noir pushed him back, trying to hide his relief at this normal, non stressful moment. 

After filling out the whole form (and making Ham cackle when he drew a messy ‘Road Work Ahead’ sign next to the question asking if he would do tech if he wasn’t cast), Noir walked up and handed it to Miles. The younger boy smiled at him as he put the paper in a pile of completed forms, and Noir went to sit back down as Mr. B stood up and walked to the front. 

“Alright, you all still have some time to finish up, but I wanted to lay out how the day is gonna go. We’re going to do singing first, go through those, then the dance ones. I want to remind everyone that just getting up on that stage is an accomplishment. This is going to be a supportive environment, by myself, Ms. Watson who has graciously agreed to be the music person for this, and all the students. I’m fine with people watching, as long as they know someone auditioning, as long as you don’t cause any trouble. Including when your friend goes on.” This last point was directed at Ham, who raised their arms in a mock defensive gesture. 

As Mr. B went to sit back down, Ham leaned over and whispered, “Who’s the Watson lady?”

“Don’t know.” Noir leaned back to look where Mr. B had sat down to see a woman that seemed to be a little younger than the teacher. She was talking to Mr. B with a smile, and Mr. B was gesturing animatedly about something. Noir leaned forward again and shrugged. “Friends?”

“I guess.” As Noir sat back, he could feel his breath getting shallower, and he focused on evening it out. His hands played with the zipper on his hoodie, and he remembered he wanted to take that off for the audition, he should do that…

As he shrugged out of the grey jacket, he noticed that Ham was reaching into his bag for something. ”Whatcha looking for?”

“I borrowed something from a friend of mine for you- here it is.” Ham pulled out a small, bright green object and handed it to Noir. Noir took it and realized it was a fidget spinner. He carefully spun it, closing his eyes and letting the toy spin between his fingers. “I figured it would help wit nerves.”

“Thanks, Ham.” He kept the spinner spinning, titling it back and forth to feel the subtle weight change. He kept playing with it as Mr. B stood up again and announced that they were starting. Miles brought the pile of audition forms to him and then ran up to the booth, presumably to play the music. Mr. B sat down, shuffled through the papers, and asked if anyone wanted to go first. Noir breathed in and out again. _Here we go._

Noir was present enough to react positively to the auditions, but not to remember them, for the most part. He did note that Miles had been correct about the number of guys auditioning, and he didn’t know how to feel about that. While he was auditioning in the hopes of getting a role, the idea that he might get a bigger role than ‘City Dweller #5’ scared him a little. But he tried not to dwell on it, and every once in a while when auditioners were switching out, Ham would exaggerate their breathing for him to match, which helped a lot. 

He did remember Gwen’s a little more, because he knew her. She sang a verse from the prologue, and her voice was strong, her feet firmly planted on the floor. Noir knew he had been rocking a lot when he’d been practicing, so he envied her ability to stay so still. More people went, and Noir started being less and less in the moment, snapping back to applaud whenever he heard others clap. 

Finally, Mr. B said, “And last but not least, Peter ‘Noir’ Parker.” Ham stifled a laugh at that and took the fidget spinner from Noir as he stood up and made his way to the stage. As he walked up, Mr. B called out, “Noir, why did you draw a ‘Road Work Ahead’ sign on-”

“Uh, yeah, I sure hope it does.” At least 75% of the students echoed the meme, and Mr. B looked around, clearly confused. 

“...Well, I guess that answers my question.” Noir couldn’t hear what he muttered to Ms. Watson, but it sounded suspiciously like ‘teenagers, the worst’. For whatever reason, seeing Mr. B’s sarcasm calmed him; he supposed it was just so familiar, it helped ground him. “Alright, what are you singing today?”

“Grow for Me, from the start...ish, after the monologue. Though I can do the monologue too, if you want.”

“Whatever you’re comfortable with, if it helps you get into it, go for it.” Noir nodded and positioned himself onstage. He looked up at the booth and nodded, and he thought he saw a small figure give a thumbs up, and then the music started. 

He started the talking portion, and managed to end right on the uptick in the music. He started to sing, trying to imagine actually singing to a plant, while not forgetting his lines. As he sang, he looked around the auditorium to see Ham smiling, Mr. B writing, Ms. Watson nodding along. He was getting to the end, he took a deep breath to go into the last part if the song. 

“I’ve given you grow-lights and mineral supplements, what do you want from me, blood?” He stepped back a bit, and the music quickly stopped. “Um, thank you.” The applause echoed in his ears as he went back to his seat, feeling a little light-headed. When he got back, Ham grabbed his arm and gave him a thumbs up. Before they could talk, though, Mr. B started announcing the next phase of auditions. 

“Thank you everyone, that was fantastic. We’re going to take ten, then do dance auditions. Those will be in groups, so they won’t take as long. If anyone needs to leave early, please let me know during the break so you can go first.”

“Thank you ten,” breathed Noir, not really aware of what was happening. As people started milling about, Noir sat back and took off his beanie to rub his hair. “Holy shit.” He started laughing, emotions wreaking havoc in his head. 

“Dude! That was so good!” Noir, still staring into the distance, signed _thank you_ , not trusting himself to speak. He didn’t even know if he could, at this point. Out of the corner of his eye, he saw Ham sit back down and felt him put a hand on his shoulder. “Alright, I won’t rave at you about it yet, but damn! I’m so proud of you!” Noir looked over and smiled at him, relieved he had a friend who knew him this well. Ham reached into his pocket and handed him back the spinner, and Noir started spinning it again, slowly coming to the realization that he had just done that, he had auditioned. He laughed again, not really knowing what else to do at this point. 

~~~~~~~~~~~~~~~~

Peni was walking through the hallways after meeting with a teacher the day of auditions, idly wondering if they were still going on, and if she could go see Noir and Gwen go. She walked past a science classroom, only to stop in her tracks as she heard someone curse loudly from inside. She backed up and poked her head in, seeing a vaguely familiar boy sitting on a desk, pulling a little at his hair. “Hey, you ok?”

The boy jumped at her voice and looked over. “Um. No. Not really, if I’m being honest.” He squinted a little at her. “Aren’t you a friend of Miles?” At that, Peni recognized him as Miles’ friend Ganke. 

“Yeah, I’m Peni. You’re Ganke, right?” He nodded. “What happened?” She walked further in as Ganke hopped off the desk to pace. 

“Ok, so I was doing an extra credit project for Smythe? And I was working with spiders, she knows a lot about them, and they were all in these boxes.” He gestured to a number of clear boxes lining the back table, filled with various sticks and foliage. “And I just went to the bathroom, and I thought I secured them, but I must not have, because they’re all gone!” Peni nodded and walked over to the boxes. “The doors are closed, but maybe they weren’t tight enough?”

Peni turned the box to face her a little more, squinting at the catch for the door. It seemed to be working just fine, if it wasn’t a little bigger than she would have expected. “Where’d you get the boxes?”

“Smythe gave them to me.” As Peni nodded, she had a chilling realization. 

“Hey, were these spiders venomous?”

“No!” Ganke hesitated. “Well, they didn’t start out, definitely.”

“What do you mean, _started_?”

“Well, they were harmless before I started the experiments, but I was exposing them to and working with particles, and I don’t know what those might do-”

“Particles?”

“I don’t know what they were, I’m basically a lab assistant to Smythe! But they were changing colors and shit, so I don’t know if they are dangerous now.” Peni ran her fingers through her hair, understanding Ganke’s instinct to do so from before. 

“Ok, look. I know you don’t want to, but you have to tell someone-”

“Oh, I am _absolutely_ telling Ms. Smythe tomorrow. I was just coming to terms with my fate.” 

“Ok, fair enough.” Peni paused for a moment. “Wait, they changed colors?”

“Yeah, it was wild. One had a bunch of red all over, looked metal.” 

Peni felt her phone vibrate, and she pulled it out to see a text from her mom. “I have to go. Anything I can do?” 

“No, I’ll tell her tomorrow. I mean, I guess keep an eye out for weird spiders?”

“Will do.” Peni left Ganke to pack up his things and made her way down the hallway, vaguely amused about the idea of spiders running wild through Visions. 

~~~~~~~~~~~~~~~~

Noir sat in the passenger seat of Ham’s car, head still reeling a little. He had managed to get through the dance auditions, and hadn’t even fallen once. He hugged his bag a little closer to him. “Jesus Christ.”

“Mood?” Ham was driving, and they looked over with a bright grin. “How ya feelin’, champ?”

“Good. I did it.”

“You sure did.”

Noir thought for a moment. “I think I did ok.”

“You did fantastic,” Ham crowed, dancing a little in his seat. “You sounded so good, your expressions were great. And you remembered the whole dance!”

“I did, didn’t I.” Noir grinned, and he finally realized he was still holding the fidget spinner. “Hey, here’s this back for your friend.”

Ham looked over at him nervously. “Um, I lied about that actually. I just got that for you, to keep. If you don’t want it, I can bring it back, or-”

“No, no. I love it. Thanks, Ham.”

“Yeah, of course.” As they drove, they talked about everything and nothing, as they always had, and the fidget spinner spun in a green haze between Noir’s fingers.

**Notes for the Chapter:**

> THE PLOT T H I C K E N S. 
> 
> Thanks!


	4. Chapter 4

**Summary for the Chapter:**

> The cast list comes out, and so do some spiders

**Notes for the Chapter:**

> CW for spiders and spider bites
> 
> sorry for the wait! Graduation, birthday, and allergies decided to body me repeatedly. Also, one of my grad ceremonies is tomorrow? I'm gonna have a bachelor's of arts in theatre tech? Wild.
> 
> Anyway, enjoy!

Ham sat in the cafeteria the morning after callbacks, skimming an article for history later. They had read it the night before, but Noir had been over talking about callbacks, so Ham’s attention was otherwise diverted. Noir was queuing up to see the cast list that would be posted when Mr. B got there. A few minutes prior, Ham had looked up to see the man himself walking quickly towards the printer room, so they knew it would be soon. 

Noir had gotten a number of callbacks, much to Ham’s satisfaction, and from what his friend had said, they seemed to go well. He was really excited for his friend, because Noir had loved the idea of performing for a while and Ham was glad he had finally decided to go for it. He got to the end of his article and locked his phone, stretching as much as he could in the plastic chair. 

At that point, he picked up on an uptick in the volume of chattering students that seemed to come from the theatre room, and he sat up, waiting for Noir to come back. A few minutes later, he saw the tall form of his friend turn the corner, a clearly dazed look on his face. He looked over at Ham who waved before raising his eyebrows. Noir blinked at him, then turned towards the doors to the courtyard. Ham tilted his head in confusion, but Noir was on some kind of mission, so Ham watched him walk to the doors, go outside, and stand in the middle of the courtyard. He walked in a small circle for a second before pausing, looking to the right. Then, Ham saw him take off his beanie, put up against his mouth, and scream into it. Once he finished, he put the beanie back on and walked back inside, coming to the table where Ham was grinning, trying not to laugh. 

“So, how’d it go?” Noir sat down and pulled his backpack over and buried his face in it. Ham heard him say something and then half-scream again, but they couldn’t make out any words. “I’m sorry, didn’t catch that. You really need to work on your enunciation if you’re gonna go into this acting thing.”

Noir sat up and tried to glare at them, but it fell flat when he still had a notable haze of panic in his eyes. “Ha ha. Well, I’ll have to work harder, since I got Seymour.”

“HOLY SHIT.” People near their table turned a little at Ham’s exclamation, but Ham ignored them and leaned towards Noir. “Dude, that’s amazing! How’re you doing?”

“Well, uh.” Noir sat back and pulled the fidget spinner from his pocket, spinning it as he said, “I am really excited. I really am. But it’s also terrifying, you know?”

“Yeah, I got you.” Ham adjusted themselves in their chair. “You want me to say anything, or do you need a bit?”

Noir looked up a bit, clearly thinking. “Could we just sit here? I...I just need to process.”

Ham nodded. “Of course.” Noir smiled and scooted his chair around the table to be next to Ham, and they sat in companionable silence. It was nice, Ham thought, to have someone whose mere presence could be comforting. Noir and them tended to spiral in different directions, Ham to overthinking and worst case scenarios that would probably never happen, Noir to dark places where the worst had already occurred. But no matter what, when they were tumbling through the ether of their own heads, they had each other, and that made the landing much softer, and the journey back to the top much easier. 

Despite the ever present echo of hundreds of voices around them, the two still jumped at the tone, as if they had been in a room alone. They stood up and Noir hugged Ham and Ham hugged back before they parted ways, heading to class. 

~~~~~~~~~~~~~~~~

Miles sat in the theatre classroom drawing furiously when Peni plopped down next to him. “I had a idea about Audrey II.”

“Awesome! I was cleaning up some of my set sketches!” Peni offered her notebook to Miles, and he traded his own for it, looking down at Peni’s neat drawing of the first phase of the plant. “Ok, yeah, I had a plan to have a hole in the counter for this one, would that work for phase two?”

“Yeah, it should! That’ll make a good stage picture during Feed Me, I think-” A few more people walked in, and the students that were already in the room started cheering, because two of the newcomers had made it into the show. Miles and Peni whooped a bit, then went back to their sketches. As they discussed, more people trickled in, and people cheered for whoever made it in; most of the people in the class that had auditioned had gotten some kind of part, and a couple of the main parts were in the class too, including-

“Gwen!” Gwen looked up, surprised, and smiled as the class applauded her. She had been cast as one of the urchins, and Miles hadn’t seen her since the list had come out, so he was pleased that she looked so excited. She walked over and sat next to Miles, leaning over to see what he and Peni were working on. 

“Hey Miles, hey Peni.”

“Hi Gwen! Good job!” Gwen smiled at Peni, returning her fist bump. “You excited?”

“Yeah, I am! It’s been a bit since I performed like this, I’ve only been doing dance the past couple of years.”

“You’re gonna do great.” Miles smiled at Gwen as he heard the door swing open, and heard another round of applause begin. He turned to see Noir and Ham walk in, the former’s hesitant smile contrasting with his friend’s wild grin. Peni waved at the two, and they made their way over to their group. 

“Congratulations, Noir!” 

“You too, Gwen. This is going to be fun.”

“Agreed, excited to feed you to a plant.” Noir sighed at Ham, shaking his head. “Peni, I’m assuming you have dibs on operating Audrey II, but can I get in on any of the action?”

“Well, the final form may need more than one operator,” Peni said, a mischievous grin on her face. 

“Christ, how big is-” Peni reached over and flipped to the page with the final form on it, and Ham started laughing so hard they fell backwards. At that point, Mr. B walked in, and he looked at Ham in what started out as confusion, but he clearly decided that if something was wrong, someone would say something. 

“Alright everyone, welcome back to theatre class! I know we’re all excited about the list, but we do have to get some work done. If you could split up into your scene groups and keep working on those, that’ll be great.” Miles and Peni traded back notebooks, and Peni, Ham, and Noir all waved before wandering back to their normal corner to work on their scenes. 

Miles rooted around in his bag for his script as Gwen neatly pulled hers out of a folder. They had agreed to work together, and were doing a scene from _As You Like It_ where Corin and Touchstone were talking. They ran through it once, and even though she clearly knew the lines, Miles could tell Gwen’s mind was somewhere else. 

“You ok?” Gwen looked at him, clearly hesitant. 

“Um. Yeah. It’s just…” Gwen adjusted herself so she faced Miles more, leaning on her bent leg. “I talked about how I haven’t performed like this in a while? It was kind of true, I haven’t done any kind of theatre in years, but even with dance, I...I haven’t been on a stage since February. After-” She looked down suddenly, and Miles was reminded again that Gwen had something in her past, something bad and dark. He wished he could help, but he also knew he couldn’t force her to talk, didn’t want to. 

So he just reached into his bag and handed her a stress ball he had gotten, shaped like a bunch of grapes. She smiled and took it, squeezing slowly, methodically, as she concluded, “So, getting cast in this is bringing up some stuff. I’ll be ok, though, I promise.”

“If you need anything, just let me know, ok?”

“I will. Thanks, Miles.” She leaned back on the step behind her, clearly relaxing. “But putting all that aside, I’m excited! And surprised, honestly.”

“What? You were incredible, Gwen, don’t be surprised.” Gwen laughed a little. “But yeah, it’s gonna be great! You get to be the, like, Greek chorus! You survive the show!” That last thing made Gwen laugh harder, much to Miles satisfaction. 

“I’m sure you two are laughing this hard at Shakespeare. He was a brilliant writer of comedy.” Miles jumped a bit, spinning to see Mr. B standing behind him, eyebrows raised. 

“Oh, of course, Mr. B. You know me, I love me some Will Shakespeare.” Miles picked up his script and waved it around. He heard Gwen stifling more giggles behind him. 

Mr. B smiled a little. “Your love for Shakespeare inspires me Miles, it really does.” Miles bowed as much as he could sitting down, and Mr. B rolled his eyes. “Alright, you two keep working on your scenes please.”

“Yes, Mr. B,” the teens chorused, and their teacher nodded before walking away. They looked back at each other and started giggling again, the tension from earlier vanished like the early morning fog. 

~~~~~~~~~~~~~~~~

After school that day, a number of theatre kids were staying after school, including Peni, Ham, Gwen, Noir, and Miles. Mr. B was sitting in the auditorium while everyone started the work for the show, scattered throughout the space. 

Peni was taking notes on the electrical capabilities, as well as actual physical space on the stage. She sat next to a floor plug, making notes, doing calculations for her plans. 

Ham was checking the fly system, making sure any old rail labels were removed, and any unneeded trims on the lines themselves were cleared. They also had a list of the pipes in use, and was checking their weights against what was actually on the system. 

Gwen was in a wing, working on homework, waiting for a preliminary rehearsal with the other two urchins. Her textbook was open on the ground beside her, a notebook in her lap slowly filling up with an essay on the Industrial Revolution. 

Noir was grabbing something from storage for Peni, carefully climbing various old set pieces to reach the tools. He balanced carefully on one, preparing to leap to the floor next to the required shelf. 

Miles was in the booth, checking some lighting settings, fingers flying over the keys of the board. He was calling down to Mr. B, watching the lights flash on and off onstage. 

~~

Through the theatre, five spiders, disoriented from experimentation, scuttled around. They each found themselves suddenly in close proximity to creatures unfathomably bigger than themselves, and though so many things had changed, their instincts had not. 

So when they found a hand so close, whether it was leaned back on the floor, or reaching behind a rope, or flung out to steady its owner, the spiders bit it, hoping it would go away. 

Miles hissed in surprise, then screamed when he saw a neon spider on his hand. He slapped at it, and it flew off, Miles fear making it seem to change colors as it arced to the corner, where it laid eerily still. He breathed in and out, trying to calm down. He _hated_ spiders.

Noir cursed loudly, pulling his hand away from the shelf he had leaned on for support and glared at the spindly legs he saw disappear towards the wall. He squinted at his hand, a red welt livid against the pale skin. 

Gwen gasped, pushing her book away, sending the spider away with it. She watched it climb off, and vanish into the darkness towards the dressing rooms. She hesitantly scooted over and examined her textbook, relieved to see that it was spider free. 

Ham yelled, pulling his hand away from the rope, and watched as a spider crawled out from the other side. He leaned in a little, examining the creature, and tried not to yell again when he saw it was covered in tiny, colorful dots. 

Peni jerked her hand back and almost fell over, and looked over to see a black spider with red accenting. Her eyes widened slightly as she remembered what Ganke had said, and she thought about what to do. She unthinkingly reached out, and to her surprise, the spider scampered onto her hand. She raised it up and peered at it, and it looked back. Shaking her head, she went to the door and tried to put it outside. The spider didn’t move. She carefully picked it up and set it on the ground, but it just scampered back to her. _What the hell?_ She sighed and picked it up again, not entirely sure why, and headed back inside. 

~~

When Noir came back down, he handed her the screwdriver she had asked for, and she noticed the bite. “You too?”

“Spider, yeah- wait, you got bit too?”

“Yeah, this guy.” She held up her arm, where the spider was perched.”

“Why did you keep it?”

“I didn’t want to! It won’t leave!” Noir chuckled. 

“Looks like you have a friend.” Peni rolled her eyes and looked again at the spider. It only seemed to curl up to her more. 

~~

Ham pulled out their phone and took a picture of the spider, just in case it was venomous. Just as they did, though, it saluted and-Ham shook their head, watching it fall away in a web. Spiders did _not_ salute, it just twitched its leg. They watched it disappear, then made their way back to the stage deck. 

~~

Gwen rubbed the bite a little, wondering if Mr. B had any bandaids. But she decided to wait until she got home, and could put some kind of anti-itch cream on it. Besides, she didn’t want to bother her teacher with something like this. She did keep checking her books for the rest of the day for spiders though. Could never be too careful. 

~~

Miles made his way downstairs, still a little shaken. Mr. B looked up, and could see the worry on Miles’ face. “Everything ok?”

“Yeah, just got bit by a spider.” Miles held up his hand, where a small bump had formed on the dark skin. Mr. B stared at it, his eyes widening slightly. When he didn’t say anything for a bit, Miles cautiously said, “Uh, you ok? Do you think it’s poisonous?”

Mr. B seemed to shake himself out of a reverie at that, and looked at Miles. “What? Oh, no, sorry, I’m just weird about insect bites-”

“Arachnid bites.”

Mr. B rolled his eyes. “Trust me kid, I know. Um, I don’t think it’s poisonous? What did it look like?”

“It was weird and neon, it’s still up there if you want to see it.”

“I’ll take a look at it when we’re done today. You want a bandaid?”

“Nah, it’s not bleeding.” Mr. B nodded, a far away look in his eyes. “Mr. B?”

“Just,” he started, not seeming to register Miles. “If anything...weird happens with it, let me know, ok?”

“Alright, Mr. B. If I start developing super powers, you’ll be the first person I tell.” Mr. B chuckled at that, but it seemed forced. Miles figured it was just his fear of insect bites.

**Notes for the Chapter:**

> the plot thickens. Thanks for sticking with this, I promise I have fun plans coming!


	5. Chapter 5

**Summary for the Chapter:**

> When they told them that their bodies would change, they didn't expect THIS

**Notes for the Chapter:**

> CW for discussions of gunshots and blood, dysphoria
> 
> Thanks all! I'm a college graduate!

Peni sat in the back of her mom’s car, half listening to her tell a story about work. She sat back and sighed, absentmindedly rubbing the spider bite on her hand. She felt a slight tickle on her upper arm, and looked to see that the spider had scuttled back down from her shoulder, and was wandering down her arm. She shook her head a little at it, then looked up at her mom, who had just finished her story. “Hey, can I have a plastic container? I need to make a spider habitat.”

An hour later, she had made it home, gotten a old margarine container, and was watching the spider climb around on the stick she had put inside for it. She felt a happiness bloom inside of her, which was a little confusing, but she supposed she had always found spiders cool. The bite pulsed a little, and she, feeling a little silly, waved at the spider as she got up to grab an ice pack. She chose to ignore the fact that it looked like it waved back. 

As she was grabbing the pack, her mom came storming into the room with a fly swatter, and Peni realized there was a fly by the window. Her mom walked up and swatted at it, missing a few times before finally knocking it from the sky, and it landed motionless on the counter. “Peni, can you take care of this?”

“Yeah, sure.” Peni took the fly swatter and scooped up the body, and was suddenly hit with a wave of… _was that hunger?_ She shook her head, and it diminished a little, but was still a little weirded out all the same. She walked over to her spider container and opened it up, tipping the fly in. The spider bounced happily, and Peni felt deep in her chest that she did the right thing. She sighed as she turned around, wondering why she was suddenly so empathetic about this damn spider. 

~~~~~~~~~~~~~~~~

That night, five high schoolers had strange dreams. 

Spiders were involved in all of them, which wasn’t weird in and of itself, but there were strange lights and colors, and a voice, a voice just on the edge of hearing, telling them _it’s time, it’s time_ , but never answering the questions they yelled into the void. 

Peni felt like someone else was there, in her head, on her shoulder, whispering into her ear, trying to be heard, a presence that was like home, but not her home, a home she didn’t know, not **yet**... 

Miles felt electricity crackle under his skin, and had doors disappear under his hand, melting into the walls they once occupied, flashes of blue energy arcing around his vision, and then he was **falling**... 

Noir tried to shield his eyes from the light in front of him, but it wasn’t just light, it didn’t just pierce his eyes, it pierced something else inside of him, he’d call it a soul, but he had never been sure if those existed, but what else could it be as the light spoke in a voice that demanded his attention, hie following, his **power**... 

Gwen’s spider visions faded in and out with images of blood and echoes of gunshot, which wasn’t new, but now she was vibrating, like she was a stretched out rubber band, looking up into a figure with no face, wondering what to **do**... 

Ham was in a world with different rules than the one he knew, and felt spaces between the molecules open and close, but could never quite reach them. They reached and reached, feeling their body contort, but could never quite **reach**...

An alarm blared in Ham’s head, and they were dragged into consciousness. Their first thought was _what the fuck was that dream?_ , and their second _why the fuck am I so sore?_ Because as their brain came back online, it started registering a dull ache in every muscle they could name, and in some they couldn’t. Groaning, they tried to sit up, and a shock of the messy cocktails of emotions that was dysphoria sent them curling back up, and they cursed the dream, because that was the only thing they could blame. 

They finally calmed down enough to crawl out of bed, and they got dressed. Or, more accurately, they tried to get dressed, but had soon accumulated a pile of clothes on the floor, every item feeling wrong, like it pulled and constricted them in all the wrong places. They couldn’t tell if they had grown, or if they were just reacting to their current mental state. Whatever the case was, they found the outfit that made them least want to tear their skin off. As they stumbled off to eat, they grabbed their phone and texted Noir.

> **You**  
>  hey can I borrow a hoodie off of you?
> 
> **Noir**  
>  Of course.  
>  Are you ok?

Ham snorted a little, Noir’s overly professional texting tone breaking through the cloud of distress.

> **You**  
>  yeah, my gender isn’t playing nice with others  
>  speaking of, just they today if you don’t mind
> 
> **Noir**  
>  I never mind, Ham. I’ll do whatever makes you comfortable. :)  
>  Also, do you want the zip up or the pull over?
> 
> **You**  
>  BIG POCKET BIG POCKET
> 
> **Noir**  
>  Sounds good, see you in a bit.

Ham wandered downstairs and grabbed a breakfast bar, unwrapping it and taking a bite as they searched the cabinets for advil. They found it a few seconds later, and then looked down in surprise to see they had finished the bar, and were surprised again when they realized they were still starving. They ate regularly, sure, but they usually weren’t this hungry when they first woke up at this ungodly hour. They poured themselves a glass of almond milk, chugged it with the advil, then ate another breakfast bar, which helped a little. They checked the time and cursed, realizing they had to get going. They rushed through the rest of their morning, grabbing an orange before they ran out to their car to grab Noir.

They waited outside Noir’s house for a moment, and started unpeeling the orange. When they were about halfway into it, Noir walked out of his house, pulling the door shut behind him. He held up a hoodie, and Ham cheered, hopping out of the car to grab it. They pulled it over their head, making indistinct noises of happiness as they burrowed into it. The fact that the two could share clothes despite their different body types pleased Ham to no end, and they suspected Noir quietly appreciated it too, though he took advantage of the fact less often. Ham breathed out, the bagginess of the hoodie finally seeming to let their body breathe. It didn’t solve everything, but now it felt like they could get through the day. 

They both got in the car, and Ham pointed at the half peeled orange. “Hey, can you finish that? You can have some too.”

“Oh thank god.” Noir picked up the orange and deftly started peeling it. “I woke up starving, I think I ended up making five pieces of toast.”

“Same. I was sore as hell too.” Noir looked over at Ham, eyebrows furrowed. 

“So was I. Weird.” He finished peeling the fruit and started separating the sections, idly tossing one to Ham, who caught it out of the air with ease. They had already popped it into their mouth when they realized what had just happened. 

“Wait. Did I just catch that? While driving?” Noir started laughing, throwing another piece of fruit at Ham, who caught it again. “WHAT THE FUCK?”

“Look, maybe you have a very specific talent for catching orange slices while driving.”

“Oh great, I’ll be the next superhero. The Orange Slicer!” Ham gestured grandly, making Noir laugh even harder. “Spider-Man will be begging to team up with me!”

Noir, wiping his eyes, looked over at Ham. “You didn’t hear about Spider-Man, did you?”

Noir’s serious tone made Ham decide not to make a joke. “No. What happened?”

“He was in a pretty nasty fight last night, he limped off and people were saying it looked like he had some bad chest injuries.”

“Jesus Christ. Hope he’s alright.” Noir tossed another slice to Ham, who wasn’t reacting to their new-found ability anymore, and put a slice in his own mouth, and the conversation moved on to different things. 

~~~~~~~~~~~~~~~~

“Miles!” At the sound of his name, Miles pun around to see Gwen waving at him. 

“Gwen! How are-” Miles yawned, stretching in a way that made his already sore muscles ache more. “Ugh. I couldn’t sleep last night, and now I’m all sore.”

“Actually, same. And I couldn’t find advil this morning, so I am having a _great_ day.”

“Well, Mr. B usually has some, we can ask when we see him.” Gwen nodded, and they chatted idly as they walked through the building. Once they reached the theatre classroom, Miles opened the door and started calling out. 

“Hey, Mr. B, you have any-” He felt a tug on his shoulder, and he noticed just in time that the adult at the front of the room was not the usual brown haired man, but a blonde woman, perusing a folder. “Um. Sorry.”

The woman looked up at him and smiled. “Don’t worry about it. Mr. B is out sick today, unfortunately.”

“Well, that’s not good. Hope he feels better.” Miles and Gwen moved to their usual spot, both unable to find a completely comfortable way to sit. Peni came in, headphones on, looking exhausted as well. She sat in her usual spot and curled up in a ball, putting her jacket over her head to block out the classroom. 

Gwen raised her eyebrows at Peni’s form, then said, “Looks like we’re not the only ones having a rough day.” Even as she said that, Noir walked in, a slightly wild look in his eye. He saw Gwen and Miles and made a beeline for them. 

“Weird question. Either of you got a water bottle?”

“Um. Yeah, hang on.” Miles reached into his bag and pulled out his bottle and handed it to Noir. Noir grabbed it, rolled up his sleeves, and held the bottle between his wrists before sinking down onto the step, sighing in relief. “What’s up with you?”

“His wrists have been feeling weird all day.” Miles looked up and realized that Ham was there too. Even though they still gave him a wan smile, Miles could tell they were having a tough time, hands wringing in the large pocket of what was clearly Noir’s sweatshirt. 

Noir, seeming to have gotten over his initial euphoria, looked over at the lump of jacket that was Peni. “Um. Is she ok?”

“No idea, looked exhausted though.” As Gwen said that, Peni stirred and sat up, bleary eyed. She crawled over to the group, jacket wrapped around her shoulders. 

“Peni, are you alright?” 

“Sore. Too many thoughts.” She wrapped herself in the jacket again and buried her face in her knees. Everyone made sympathetic noises she probably couldn’t hear and moved to include her in the group. 

The tone sounded, and the five high schoolers winced. “Alright, everyone, class is starting.” Their substitute stood up and started taking roll. Once she finished, she told them that Mr. B had wanted them to keep working on their scenes, then let them go, pulling out a laptop and started typing. 

Miles looked around at the others and said, “We’re just gonna hang, right?” Everyone nodded. 

The sub looked up suddenly and said, “Oh, Miles?” Miles tried not to groan. 

“Yeah?”

“Can I talk to you for a second?” He stood up and walked over, pulling at his pant legs. “Mr. B said you got hurt yesterday while at rehearsal, and was wondering if you were doing ok.”

“Oh.” Miles remembered the spider bite from the day before, and then realized he had completely forgotten about it until then. “Yeah, I’m fine. Still alive.”

“Great, thank you.” She turned back to her computer, and Miles figured he was dismissed. He walked back to the group, where Gwen had laid down, Peni was drawing fervently, still wearing headphones, and Ham and Noir were talking quietly, Noir still holding Miles’ bottle with his wrists. 

“Hey Noir, what happened with your wrists?”

“Wish I knew. They’ve been itching, and like, burning? There’s no rash or mark or anything.”

“Maybe it’s carpal tunnel?” Ham’s voice was muffled by the hoodie, which they had pulled up over part of their face. 

“No, I don’t think so, that’s more just pain.” Ham grunted. “Miles, how are you holding up?”

“I’m just tired and sore. Had some weird dreams last night, too.”

Ham raised their eyebrows. “Me too, kid. And Noir said he did too.” Noir nodded. “I’ll leave Peni alone for now, but-” They turned around and poked Gwen’s shoe. “Hey, Gwen, any weird dreams last night?”

“Look, my dreams are not the thing to search for portents, or whatever. They’re usually weird, and usually rough as hell.” She sat up, wincing. “Last night was no different.” Miles reached out and patted her shoulder, and she smiled a little at him. He tried to pull his hand away, but felt resistance. 

“Hey Gwen, think you laid in something, my hand’s stuck.”

“What do you mean your hand’s stuck?” She reached over and pulled at his fingers, but they stayed attached to her sweater. “What the hell?” Miles pulled more, but the sweater just kept stretching. 

“I don’t want to stretch it out-”

“Gwen, can you get the sweater off?” Noir had scooted over, noticing the commotion. “That might make it easier to address...whatever this is.”

“I’m not doing this on purpose!”

“We know, Miles. And, uh, I think I can get it off?” Gwen undid the few buttons at the top and started trying to pull it off. “Noir, Ham, could you help?”

“Yeah, ok.”

“Um.” Everyone turned to Ham, who was sitting on the step looking alarmed. “So uh. I must have gotten the same stuff Miles got, because my hands are stuck to the inside of the pocket.”

“Wonderful. Alright, Noir, I guess it’s just you.” Gwen started trying to ease herself out of the sweater, and Noir carefully helped guide her, both dodging Miles as he tried not to get in the way. Miles saw the sub look over at them, and he smiled innocently. 

“We’re just doing something for our scene. Don’t worry, theatre is weird.” As he suspected, the sub nodded and went back to her laptop. Finally, Gwen had been extracted from the sweater, and she rolled out of the way. Noir opened his hand, and Miles almost laughed when the sweater stayed firmly affixed. 

“Alright, what the f-” Noir looked over at the sub and quickly amended, “freak is going on?” At that moment, there was a knock at the classroom door, and Miles saw to his horror that Ashley was in the window. They had a...thing over the summer, and suffice it to say, Miles was not interested in seeing her right now, especially when he was stuck to a sweater. So he desperately hid behind Gwen, trying not to dwell on the futility of his actions. 

“Yes, what do you need?” The sub had stood up and motioned Ashley inside. Miles cursed to himself, knowing that she loved to talk to people whenever she saw him, and it wasn’t like he was out of sight-

“Oh, I was just dropping off this paper for Frank. Hey Gwen.” Miles felt Gwen wave, and then watched in shock as Ashley turned around after giving the sub the paper, and walked out the door. Miles sat up, frowning. 

“She didn’t talk to me.”

Noir looked at him in confusion. “You were trying to hide behind Gwen,” he said, gesturing with the sweater, “Maybe she figured you didn’t want to talk.”

“Quite a way to send a signal.”

“I-look, I panicked, ok? It’s weird, though, she usually takes every chance to talk to me.”

“Someone’s a little full of themselves, aren’t they?” Ham was grinning, and while Miles was glad to see they were feeling better, he was not appreciating their tone. 

“No, not like that, it’s just weird, like I was invisible or something-”

“We all feel like that sometimes, Miles.”

Miles sighed. “Thanks, Gwen. Now, to worry about this problem.” He gestured with the hand attached to the sweater, and felt the hairs on his arm stand up straight. Then, he felt a shock of electricity, and as he jumped, the sweater fell away from his hand. Noir swore too, and the sweater dropped harmlessly to the ground. 

“Miles, did you just feel a static shock?”

“Yeah, I don’t know why...was that what was sticking?”

Gwen gingerly picked up her sweater and examined it. “I mean, there isn’t anything on it, but I’ve never heard of static doing something like this.”

“And, that doesn’t explain me, now does-” Ham threw their hands in the air, then realized that their hands were free. “Oh. Well, that’s fun.”

A rustle next to Miles made Peni look over, and he realized that Peni had sat up and taken off one headphone, and was looking a little shaken. “Hey, uh...question. For you all.”

“Hey Peni, what’s up?”

“Well. I’ve been feeling weird all day, like my head is full of thoughts, you know?”

“Yeah?”

“And that’s not new, ok, we know that, but.” And she stared at them all for a moment, and then it was more than a moment, and then, right as Miles was about to say something, she shook her head and went on. “But. I feel more spaced out than usual, like there’s even more going on up here. And...it’s weird. Am I dying?”

Ham’s eyes widened slightly. “Well, I don’t think you’re dying, no.”

“I do worry that your first thought is death, though.”

“Oh, no, that’s fine. Anxiety is just like that.” Peni made a popping sound with her mouth, then wiggled her fingers while making fireworks noises at that. Ham chuckled as they continued, “I mean, do you think this is an anxiety thing? Or whatever? I don’t know your medical history or anything, but I know you have problems with this kind of thing.”

“Yeah, that doesn't mean she shouldn’t be concerned-”

“I know that, I know. I’m just trying to see if we’re in familiar territory or not so we can figure out how to help.” Peni’s eyes were wide, and Miles could tell the conversation was starting to overwhelm her again. 

“Hey, everyone, calm down. One person at a time. Peni, does it feel like things that have happened to you before?”

Peni took a few slow breaths before saying, “I...it feels similar, a lot of it, but it also sometimes feels...adjacent? Is the best way I can put it. I don’t know, it’s disjointed emotions, almost, being slipped in with everything else.”

“Ok. So, when you usually deal with this, your headphones, help, right?” She nodded. “And I saw you doing some breathing exercises too.”

“Yeah. All that’s been helping, and drawing too. I just...I just wanted to make sure I wasn’t missing some big thing that meant something else was going down.”

“Alright. Let us know if you need anything, alright?” She nodded.

Gwen, who had grabbed a notebook while they were talking to Peni, was furiously writing. She looked up for a moment when she felt Miles’ eyes on her. “I’m writing down everything that’s been happening, Maybe we can find a pattern?”

“I mean, I think it’s just a weird day, you know?” Noir was seated again, absentmindedly rubbing at his wrists. “But I guess it couldn’t hurt.”

Miles looked over her shoulder and saw that she had written:  
_Dreams?_  
Sore  
Noir wrist?  
Sticky/static  
Peni?

He leaned back on his legs, thinking. “Are you sure these are related? Like, we all had dreams, and we’re all sore, but the other stuff could just be a coincidence.”

“I don’t know, I just-” They all jumped as the tone sounded. “Shit. Well, I guess we can talk more at rehearsal-”

“Mr. B’s not here, it’s probably cancelled.”

“ _Shit._ Ok, do we want to just meet up anyway? This is all freaking me out.” The rest nodded. “Alright, I’ll see you then.”

~~~~~~~~~~~~~~~~

Noir sat in math, Ham at the desk next to him. They were working on worksheets, and the only noise in the room were pencils scratching and quiet conversations. He could tell Ham was still stressed out by their fingers constantly running through their curly hair, ponytail abandoned at the beginning of class. He leaned over and whispered, “You doing ok?”

“Yeah, you know. Weird day.” Noir nodded and leaned back. In front of Ham, their classmate Diana cursed before turning to Ham. 

“Hey, can I borrow a pencil? Mine just broke.”

“Yeah, of course.” And Noir watched as Ham reached into their pocket and pulled out a red pencil, handing it to Diana.”

“Thanks.” Noir kept staring at Ham, who had gone back to their worksheet as if nothing had happened. They had never kept pencils in their pocket, as far as Noir knew, and there had been something off about the whole thing, but he couldn’t quite put a finger on it…

“Hey, Ham, you got another pencil? Ran out of lead.”

“Yep, here you go.” And they pulled out another pencil, green this time, and handed it over, and Noir realized that the pocket was too small to completely fit a full length pencil, and yet…

For the rest of class, Noir watched Ham. There wasn’t much more activity, but the few times someone in the class asked for something, Ham always had it in their pocket, somehow. And it was never ridiculous: hand sanitizer, an eraser, all things that _could_ just be in the pocket. But something about it felt off. As class neared its end, Noir rubbed his wrists again, examining them once again for any sign of damage, a rash, anything to explain why they felt like this. This once again turned up empty, though, so he finished up his worksheet and handed it in. 

“Thanks, Noir. How’re you holding up?” Mrs. Fisk smiled at him, one of the only teacher’s who had any idea what his life was like at home. He never told her enough for her to act in any official context, but she knew enough to check on him every once in a while. 

“Everything’s good, kind of a quiet time. I’m gonna be in the musical in the spring, so that’s pretty cool.”

“Oh, that’s great! What show are they-” As she spoke, she had been trying to toss a pen back into a cup on her desk. She overshot, and it rolled under a filing cabinet. “Shit.”

“I’ve got it.” Noir went over and peered under the cabinet to see that the pen had landed almost completely to the right, and was far back, too far for him to reach under and grab it. So he reached up and tilted the cabinet over a bit, enough to grab the pen, and then set it back down. He stood up and held out the pen, only to see Mrs. Fisk looking flabbergasted. “What?”

“You just lifted that cabinet.”

“...Yeah. It wasn’t that heavy, don’t worry.”

She shook her head. “I’ve always had trouble, guess I’m getting old.”

Noir shrugged. “I’m sure that’s not it.”

“Well, it’s fine.” She took the pen from Noir’s outstretched hand. “Thank you, Noir.” He nodded and went back to his seat, where Ham had just gotten up to return their sheet. Once they got back, Noir leaned over and whispered, “Hey, where have you been getting the pencils and stuff?”

“What?”

“The pencils you’ve been handing out, where are they coming from.”

“Oh, those.” Ham looked up a little, thinking. “I don’t know, my mind has been everywhere today, I just grabbed them from where ever, I guess.”

“From where ever.”

“Yeah. Why, do you need pencils or something?”

Noir had an idea. “Yeah, actually. Six.”

Ham squinted at him. “Six? Why in the world do you need six pencils?”

“I’ll explain in a second.” Ham rolled their eyes and pulled out six pencils from their pocket. 

“Well, here you go, rainbow colors too. Now, explain to me what you’re on about.”

“Ham, you just pulled these out of your pocket.”

“Yeah, what-” Ham stopped and looked down slowly. “Wait. All that stuff’s been coming from the pocket.”

“Yeah.”

Ham laid their head on the desk. “What the FUCK?”

‘I don’t know, but I think Gwen might have been on to something.” Noir scratched at his wrists while Ham groaned. He certainly hoped Gwen was on to something, because he was starting to get freaked out about all of this. 

~~~~~~~~~~~~~~~~

Gwen was walking to the nurse’s office when she saw the TV. She had texted her mom in the bathroom, who had said she could get the nurse to call her to give permission for the nurse to give her some medicine, because the soreness was only getting worse. But as she weaved through the cafeteria, she looked up at the TV to see the news playing a story about Spider-Man. She vaguely remembered hearing someone say that morning that he had been hurt last night, and this report was saying he was on the mend. That was good, she supposed, the vigilante seemed to do some good-

Distracted by the news, she didn’t notice that she was walking into a bunch of chairs. She tripped with a yell, but twisted and bounced off things to land gracefully on her feet on the other side. She blinked rapidly and looked around. A few people had turned at the commotion, but were turning back now that no one had been injured. She rolled her shoulders a little, whatever that was seemed to have awoken them in some weird way. She looked up at the screen again, as if by instinct, just in time to see the masked hero avoida number of cars driven by villains, and something stirred in Gwen, and a realization hit her like the series of trucks Spider-Man was nimbly dodging on screen:

What she had just done with the chairs was exactly what Spider-Man was doing with the cars. 

Her and the others were experiencing weird phenomena which, now that she thought about it, seemed to kid of match with the stories about the vigilante. 

She had been bitten by a spider. 

Holy shit. Was she Spider...Woman?

~~~~~~~~~~~~~~~~

Peni was curled in on herself, trying desperately to stay focused enough to take notes in English. She had positioned herself in the back in an effort to stay out of the center of the students, but being back here meant she was more separated from the teacher as well, which wasn’t ideal. But she was doing her best, and her notebook was almost filled with notes about various rhetorical devices. To her surprise, the red and black spider crawled out from her sleeve and started wandering around her paper. She put her pencil down and leaned forward to look at it more. 

She couldn’t explain why she had brought it. But that morning, she had been getting ready, and as she passed its container, she felt an overwhelming desire to bring it with her, so she had scooped it up and stuck it on her shoulder. At the start of the day, she had been hyper-aware of how it moved to avoid being crushed as she moved about, but as it became clear it was able to handle itself, it had faded from her mind, and she had basically forgotten about her little stow away until now. 

“What are you doing, you little critter?” She was whispering, and felt a little silly, but it felt right at the same time. 

It felt even more right when a small, yet surprisingly clear voice in her head went _**Salutations!**_ She managed not to scream, but she did slide back in her chair a little. She knew, from deep inside of her, that this voice was the spider on the desk in front of her, just as she knew that she was a person, or that she loved robotics. __**That’s a reference to Charlotte’s Web!**

_I know that. I read that book in fifth grade._

_**I’m glad you enjoyed my joke then.** _

_Sure, yeah, but. Why can we talk? What’s going on?_

_**I know as much as you. I bit you, which I’m sorry about, and then I was able to feel your mind, so I’ve been...trying to reach out. That’s why I followed you. I’m sorry if it’s been a little disorienting.** _

_Has this ever happened to you before?_

_**Oh no, I’ve only been aware for maybe...a week? I’m not sure, I’m still getting used to it all.** _

Peni stared at the spider, which was staring back at her, and she felt waves of happiness coming from it. And it felt right, all of this, but it still scared Peni, and she didn’t know how to deal with that. 

_**I can tell you’re scared. I am too, but I think we’re linked now, and I...I think that’s a good thing. It feels like a good thing.** _

_Yeah. It does._ Peni’s eyes widened as she had a thought. Do you think what’s been happening with the others is connected to this? And the soreness? And the dreams?

_**Very possibly. I mean, we are now linked through our minds, there’s not much outside of the realm of possibility anymore, you know?** _

Peni laughed quietly, making the kids around her look over. She quickly leaned down and pretended to write more, smiling at the spider. _What should I call you? I feel weird just calling you Spider._

_**Spider is fine. What about you?** _

_I’m Peni. Hey, I just realized something. How do you know about Charlotte’s Web?_

_**I hung out in the library a bunch before I found you. Got on the world wide web.**_ Spider bounced in happiness at its pun and Peni ran her fingers through her hair. Her life had just gotten a little more strange. 

_**A little?** _

_Ok, a lot more strange._

~~~~~~~~~~~~~~~~

Gwen paced in the auditorium waiting for the others. Miles came first, looking just as tired as before. “Hey Gwen, how are-”

“I think I figured it out. But I want to wait for the others.”

Miles nodded slowly. “Alright. You ok?”

“Yeah. Maybe. I don’t know.” Before Miles could enquire further, Noir and Ham walked in, Peni close behind. “Hey, good, you’re here.” Peni looked much more chipper now, nad Ham and Noir looked like two kids who had found the halloween candy stash. “What’s up with you two?”

“Ok, ok, this is gonna be really weird, but ask me for something, anything.” Ham’s eyes were shining mischievously, and Gwen felt a little scared at the chaotic energy radiating off of them. 

“Um-”

“A paintbrush.” Gwen turned to Miles then back to Ham as they pulled a paintbrush out of their pocket, which shouldn’t have been able to fit it. They handed it to Miles triumphantly. Miles turned it over and looked up. “Why were you carrying a paintbrush?”

“I wasn’t! That’s the thing!” Ham turned to Gwen. “I think this might be connected with all the stuff that’s been happening!”

“About that,” Gwen said, thrown by the demonstration, “I, uh, I was watching the news in the cafeteria, and I think…” She hesitated, realizing how ludicrous it would sound to say-

“We’re new spider people.” She looked up in surprise at Peni, who was nodding sagely. “Yeah, I think so too.”

“How did you know-”

“Wait, you think that too?” Miles was looking incredulously between Gwen and Peni. “Look, I may have gotten bit by a spider, but that doesn’t mean-”

“Miles! The sticking! The weird soreness.”

Noir raised an eyebrow. “I did lift a filing cabinet that Mrs. Fisk said I shouldn’t have been able to. And,” he said, turning to Ham, “Ham was catching things in the car this morning like a champ.” Ham bowed enthusiastically. 

“Ok, that doesn’t mean-”

“I have a psychic link with the spider that bit me.” Peni held up a black and red spider, and everyone stared, Miles stepping back a bit. 

“Wait, what?” Gwen had not seen this coming. 

“Yeah, I know it sounds weird, but...we’ve been chatting.” Gwen glanced over to find that Ham had accumulated a pile of increasingly nonsensical things, and was in the midst of pulling a ship in a bottle from their pocket. 

“Look, I know it seems weird, but...it all adds up.”

“I don’t know Gwen,” Noir sighed. “Like, I can see where you’re coming from, but we’re just kids. I mean, look at this place, it’s so-” As he gestured, something thin and gossamer shot from his hand and stuck to the wall, about twelve feet above their heads. They all stared at it for a moment, then Noir screamed. “WHAT IS THAT?”

“What the hell-” Miles went to look at it, and started walking _up the wall_ to get a closer look. “Well, it sure looks like a web to me-”

“Hey Miles.” Miles looked down at Ham, cocking an eyebrow. “Um, look where you are, bud.” Miles looked around, realized he was on the wall, and promptly fainted. Gwen immediately ran forward and easily caught him, which she shouldn’t have been able to do, oh god-

Miles woke up in her arms and started shouting again, jumping out, only to land on the wall again. Noir was still staring at the web coming from his wrist, mouthing wordlessly at it. Peni had put the spider on her shoulder, and Ham had somehow found popcorn. Gwen opened her mouth to try and bring calm back to the group when-

A cascade of feeling, of instinct, of _sense_ she hadn’t even realized was swirling around her head crystallize into a clear, perfect note, and it said ‘you’re like me’, and it resonated off of the four other people she was with, and it knocked every word she had ready from her. 

It took her a bit of staring open mouthed to realize that everyone else had stopped talking and were staring equally open mouthed around. As the note faded, she realized they must have felt the same thing, and she slowly put a hand to her mouth. 

The minutes stretched out into infinity, but it felt like nothing as the note faded into a quiet hum, a comforting weight in her mind. Miles slowly came down from the wall, Noir stepped away, having somehow managed to separate the web from his wrist, and then they were all hugging, and they stayed like that for a long time. 

Five high schoolers had just been thrown into something new, something big, something terrifying. But they had each other, and that idea would be there through it all, and they all seemed to know that. 

And they all, quietly, hoped that it would be enough.

**Notes for the Chapter:**

> Thanks!


	6. Chapter 6

**Summary for the Chapter:**

> The kids find out something about their teacher, Mr. B's worst nightmare comes true. They all talk.

**Notes for the Chapter:**

> CW: dysphoria, anxiety
> 
> I'm back! Thanks everyone!

The next morning, the five kids were in the cafeteria arguing about the group chat they were trying to set up. 

“Ham, we can’t call it ‘Spider-Chat’, we’ve gotta be low key about it!”

“The FBI or whatever isn’t going to assume that we’re spider-people! They’ll just think we’re fans!”

Gwen rolled her eyes. “I was more thinking about other people around us seeing our phones, not the FBI.”

“Look, as long as we don’t talk about the stuff outright in the chat, I think we should be fine.” Miles finished typing his number into Noir’s phone and handed it to Peni. “Do we need a code?”

“We don’t need a code, it’s not like we’re gonna _do_ anything with it-”

“What do you mean, you _don’t_ want to go become vigilante crime fighters?”

“Oh, I’m sorry,” Noir said, leaning back in his chair, “I was unaware you had some well of free time you could spend fighting crime in the streets of New York!” 

Peni finished typing her number, handing the phone to Gwen as she said, “I mean, Spider-Man does it somehow! He did it during school too.”

“Maybe we should try talking to him.” Gwen snorted at that, handing the phone back to Noir. 

“I would love to hear your plan to talk to Spider-Man. Only one of us can shoot webs, and no offense Noir, I don’t think you should start out swinging from skyscrapers, not for a while.”

“Oh god no, I’ve just been shooting them at my fence.”

“Subtle.” Ham groaned and held their stomach. “Is anyone else still wildly hungry constantly?” Everyone nodded. “I wish I had cash on me for the vending-” Ham’s eyes widened, and they started grinning. Gwen’s eyes widened too.

“Holy shit Ham, can you-”

“I don’t see why not!” Ham reached into their pocket rooted around a bit, and pulled out some colorful pieces of paper. They fanned them out and found, to theirs and everyone else’s disappointment, that it was Monopoly money. “ _Damn it._ Guess we found a limitation to all this.”

Miles looked at Ham, eyebrows knitted. “What are the rules for this?”

“You think I know? I’m not exactly an expert.”

“But Spider-Man might be.” Everyone groaned as Miles continued, “Seriously, I think we need to talk to him! There’s no sense in stumbling around in the dark when we know there’s someone out there that understands this stuff!”

“Ok, fine.” Gwen put her head in her hands and sighed. “Just...we need a few days, ok? We’ll come up with a plan to contact him, but not right now.” Miles nodded. 

Peni looked up at the clock on the wall and grabbed her bag. “Shoot, I wanted to stop by the robotics lab to see if they had a thing I could keep Spider in.” Miles managed not to shudder, but he figured it would take a while to get used to the idea of having a real, actual spider on the team. 

“Alright, the chat’s set up, sending a test message…” Miles felt his phone vibrate, and he grabbed it to see that there was a new message from a group chat called ‘Definitely just a Spider-Man fan chat’. He opened it to find a gif of a kid dabbing. 

Ham cackled. “Great way to start off our official saving the city group chat, dude.”

“What? It’s clearly called ‘Definitely just a-”

“Spider-Man fan chat, yeah I see that. For someone who only wears shades of black and grey, you have a real problem being subtle.” Miles snickered a little as Ham and Noir continued to bicker, and sent a gif of Nyan Cat in the chat. 

Peni looked up after seeing the message. “Miles, I’m going to web you to a wall.”

“I’m the only one who can web things.”

“I’m going to pay Noir to web you to a wall.” Noir nodded and grinned, and Miles started walking away. 

“I’d like to see either of you try. I’m gonna go talk to Mr. B, see you all later.” Everyone waved as he turned around and headed for the theatre room, ignoring for now the buzzes in his pocket where he assumed the other kids were continuing to meme in his absence. 

When he got to the room, he could see that his teacher was in a conversation with another teacher, so Miles opened the door quietly, intending to wait in the corner until he was done. But as he swung the door open, his eyes on Mr. B, a note started singing in his head, and with a wave of shock he realized it was the same note that he’d heard yesterday, and it was unmistakably pinging off his theatre teacher. Miles stumbled backwards, the door swinging shut, and he started walking away as fast as he could, hoping Mr. B didn’t come after him. Once he had put a few hallways between him and the theatre room, he pulled out his phone and opened the chat. 

DEFINITELY JUST A SPIDER-MAN FAN CHAT

> **Gwen**  
>  DON’T FUCK WITH ME, I HAVE THE POWER OF SPIDERS AND ANIME ON MY SIDE
> 
> **Ham**  
>  Noir, I will absolutely not accept that this name is less suspicious than just spider chat
> 
> **Peni**  
>  Is there a Spider-Man anime?
> 
> **You**  
>  Guys we have a problem
> 
> **Noir**  
>  It simply says what the chat is, I don’t get you point.   
> Miles, what is it?
> 
> **Gwen**  
>  I think so? I remember seeing something about it when I was younger, but it might have been a weird dream, or a Washington thing.
> 
> **You**  
>  I just saw Mr. B, and you know the thing that happened yesterday?
> 
> **Ham**  
>  What’s going on?  
> Yeah
> 
> **Peni**  
>  Which thing?
> 
> **Ham**  
>  Oh my god
> 
> **Gwen**  
>  Miles, are you sure?
> 
> **Peni**  
>  WHICH THING
> 
> **You**  
>  yeah
> 
> **Noir**  
>  This changes a lot of things.   
> Peni, I think Miles is referring to when we all felt the spider powers in each other. 
> 
> **Gwen**  
>  Well then.
> 
> **You**  
>  Yeah.
> 
> **Peni**  
>  Oh  
> Oh boy
> 
> **Ham**  
>  What do we do?

~~~~~~~~~~~~~~~~

Peter B Parker unconsciously stretched, then immediately regretted it, his chest burning as it moved against his still-tender ribs. He kind of wished he had listened to MJ, stayed home another day, let his healing work while he sat on the couch and watched reruns of M.A.S.H. But she had already had to drag him to bed when he’d stumbled in from the fight that had done this, and he felt bad being away from the kids for this long. It didn’t help that his anxiety had run wild after seeing Miles’ spider bite. Insect bites always got him a little, and the idea of a kid, especially a kid he knew and cared about being thrown into this life...it scared him. 

Speaking of Miles, he had been hoping to see the kid that morning, just to put his mind at rest, but he hadn’t come in, and he had to remind himself that Miles didn’t know how worried he was, and even if he had, it wasn’t his responsibility to take care of the teacher. He was just a kid. But it didn’t matter too much anymore, because the tone had just rung, and Miles’ class would be arriving soon. Kids started filing in, welcoming him back. He smiled at them, and he was reminded again how much he enjoyed this job. A few minutes passed, and Peter kept typing, almost caught up on his emails. A reminder popped up on his computer, telling him to take some more advil. He picked up his travel mug only to find it empty, and he stood up, trying not to wince at the renewal of pain in his chest, and was about to start for the door to refill it when he heard a voice from behind the curtain. 

“Hey Mr. B, could you help me with something?” Peter froze. Miles voice was trying to be casual, and almost succeeding, it was the small part that wasn’t that worried him. He set his cup back down, medication forgotten for the moment, and made his way backstage. “Coming kid, what’s-”

He rounded the curtain to find Miles looking nervous, along with Gwen, Ham, Noir, and Peni. Peter only had time to register their shared nerves before he was hit with a feeling. It was like a hit to the gut, a harmonizing chord singing in his head. It was his Sense, but it had _never_ done something like this before. But it didn’t matter, because even as he stumbled backwards from it, he somehow knew exactly what it meant. 

He sucked in a breath, and watched as the kids did the same. His Sense was trying to make him joyful, he could feel it, hear it, echoing and reverberating the feeling of not being alone, of having people like him, but all he could truly feel was horror. Five kids, three of them younger than he was when he was bit, had somehow been dragged into all of this, under his watch, and oh no-

“Surprise?” Peter realized his eyes had been darting between the kids, faster than he could process, but now they landed on Miles, who was waving his hands to go along with his statement. He ran fingers through his hair as he forced himself to look at all of them, really look at them, and their eyes were filled with uncertainty and he had to take some deep breaths to not be thrown back in time. He could do that later, he had to take care of this, of them. 

“How are you all doing?”

“Oh, you know.” Peni shrugged, and Peter’s heart hurt as he looked at her, this _fourteen_ year old who seemed so accepting of her fate, trying to put on a veneer of nonchalance to hide who knew what behind. 

“Yeah, I do, I guess. Surprise from me too, I guess.” He stood looking at them, desperately trying to sort through his thoughts, finding the best way to handle this. As attractive as the idea ‘go take a nap, then build bullet proof balls of bubble wrap for all of them’ was, he knew it wouldn’t work, and that he didn’t have time _or_ the bubble wrap for it. “Um. Alright. I feel like we should talk about this, but we don’t have time. Right now.”

“Yeah, that’s fair.” Noir paused, clearly thinking. “How about after school tomorrow? We don’t have rehearsal.”

“Always the practical one, you are.” Ham lightly punched Noir’s arm and the taller kid laughed. “We don’t want to step on any of Mr. B’s plans, though.”

“No, no, you aren’t, that’ll be great. We’ll meet in the auditorium, I think it’s free.” The tone sounded, making everyone jump. “Ok, it’s class time. Tomorrow. Cool.” Peter took a breath in, trying to stay calm. “You all will be ok, right?” The kids nodded. “Ok. Ok. Just. Promise me you won’t try anything until then, ok? ‘Great Responsibility’ can wait.”

“We promise, Mr. B.” Gwen nodded, her voice quiet. Mr. B looked at the rest of them, and they all echoed Gwen. 

“Alright. Go on out, I’ll be back in a second.”

As the kids left, Gwen stopped and spun back around. “Hey, Miles said you might have advil. I’m still pretty sore.” 

“Yeah, same. Forgot to take some this morning.” Peter looked at them all, and he remembered how sore he’d been when he’d been bitten, and it just made him more scared. 

“Yeah, absolutely, I’ll get it to you when we break off in a bit. Now, I just need…” They seemed to get it and moved away, Miles smiling at him before disappearing back behind the curtain. Peter went and stood against a wall and let himself slide down, fighting through gasping breaths, trying to not let the panic consume him. 

~~~~~~~~~~~~~~~~

Ham was sitting in their last class of the day, writing some kind of short answer for some kind of test practice, or whatever the hell. Their dysphoria was currently performing a pervasive song without a pause button, and they were pretty sure they had turned the volume down as for as it would go already. They had absentmindedly pulled a fidget spinner from their pocket, and they were feverishly spinning it with one hand while writing what was probably complete nonsense with the other. Luckily for short answers like this, complete nonsense was fine as long as you justified it. And if there was anything Ham was good at, it was justifying nonsense. 

They finished at some point, having tumbled into some kind of conclusion. They stood up and shuffled over to their teacher’s desk, dropping the paper on the pile and was about to spin to return to their seat when the teacher said, “Ham, are you ok?” They hesitated, wondering how much to tell. 

“I’ve been better. Brain’s being a little bit of a bastard.” Mrs. Stark nodded. 

“Well, this is it for the class, and we’ve only got twenty minutes left. Do you want a pass to see the counselor?” 

“Yeah, that would be great.” She nodded and told them to get their stuff as she wrote the pass. Ham did so, then grabbed the pass and left, hugging themselves. They had no intention of going to the counselor; at this point, their conversation would consist of Ham saying, ‘Thinking about inhabiting any physical form, let alone the one I am currently occupying, makes my body feel like it’s full of static!’, and then they would scream incomprehensibly for a bit. And while screaming incomprehensibly was a valid way to relieve stress, they didn’t think they needed a counselor to assist them in doing so. So they made their way to the theatre room with a plan. 

They checked the window to see Mr. B teaching, so they slid in and made their way up the stairs, disappearing behind the curtain without acknowledging the confused “Ham?” beyond a nod. They went into one of the dressing rooms, dropped their bag, and grabbed the ridiculously large blanket that had been acquired for _Once Upon a Mattress_ long before their time, wrapped themselves tightly in it, and laid down, letting the darkness and the pressure leech out the stress. 

A few minutes later, there was a soft knock at the door. Ham made an indistinct noise and poked their head out of the blanket as Mr. B quietly walked in and sat next to them. “You doing ok?”

“I don’t know.”

“Fair enough. Does your teacher know you’re here?”

“She knows I’m out of class, yeah.” Ham passed the pass to Mr. B, and he chuckled. 

“I’m a counselor now, huh? I think I should ask for a raise.”

“Well, I think you should do that anyway.” That only made Mr. B laugh harder, and Ham adjusted themselves to be sitting up, still wrapped in the blanket. They glanced at the open door and hesitantly asked, “When you had your...insect problem, did you feel like you were…” Ham sighed and buried their head in their knees. They felt Mr. B pat them awkwardly on the shoulder. 

“Take your time, bud. Though, I gotta say, I love referring to this as an ‘insect problem’, very fun.”

“Well, it’s technically an arachnid problem, but my brain is currently playing the bagpipes in my head, so you’ll have to forgive me for the incorrect taxonomy.” 

“The bagpipes, huh?”

“Yeah, it’s a very annoying song. But, no...when it all went down, for you, did you feel like it was all wrong? Like, I know not that much changed, but…” They heard Mr. B’s sharp inhale, and they quickly amended, “It’s fine, I’m sorry, I didn’t mean to make you uncomfortable, I-”

“No, no, it’s fine Ham. I…” Ham was looking at Mr. B at this point, and they watched as he checked the open door as well. “I felt a little of that to an extent, but it was more just running into things more, and I feel like that’s not exactly what you’re feeling.”

Ham nodded. “That’s kind of what Noir said too. So it’s just playing with my own shit.” They pulled the blanket a little tighter and closed their eyes, breathing in and out, focusing on where they were. They had been slowly getting better, adjusting to it all, but there were still spikes, and they just had to ride those at this point. They opened their eyes again to see Mr. B leaning against a wall, watching them with concern. “You can go back to your class, I just need to sit here for a bit.”

That seemed to shake the teacher out of some sort of reverie, and he stood up, nodding awkwardly at Ham. “Alright, let me know if you need anything. You still up for the meeting today?”

“Yeah, definitely, just might bring the blanket.” Mr. B laughed and left, quietly closing the door behind him. Ham laid back down and focused on breathing until the tone sounded, signaling that the school day was over. 

Ham could hear students filing out, and they stood up, rearranging the blanket so they could walk. They wandered out to where the last of Mr. B’s last class were leaving, laughing and talking. Ham hopped off the stage and plopped down on a step in front of Mr. B, who was typing something. Without looking up, the teacher said, “You can head over if you want, I have to answer some emails.”

“Alright, sounds good.” Ham popped back up and they made their way to the auditorium entrance, where they saw Noir about to open the door. “Noir!” He looked up and waved at them, waiting until Ham hurried up, blanket flowing out a little behind them. 

“Steal the Mattress blanket again?”

“Always. How are you?”

“Better,” Noir sighed as they both walked in. “Soreness seems to finally be fading, and my wrists aren’t burning anymore. You?”

“Same on the soreness. Getting a handle on the dysphoria too. Plus, I have a blanket cape. So you know, living my best life.” Noir laughed at that, and Ham was relieved things were settling down in some ways. 

“What up, nerds?” Ham screamed and fell into the doorframe. Noir jumped and got into a fighting stance as Peni dropped from the wall in front of them. “Sorry, didn’t mean to startle you.”

“Oh yeah, didn’t mean to startle us, Ms. Super Spy,” muttered Ham, standing back up and flipping some hair out of their face. 

“Peni, what if it wasn’t us?”

“I could feel that it was you though.”

“Even so, we should be more careful.”

“Ok, _dad_.” Noir rolled his eyes. “Anyway, anything new for you two?”

“Not really, just adjusting.” Miles and Gwen walked in at that point, and the five moved into the seats, finding a section to sit. Ham and Noir found seats next to each other, Peni leaned against the seats in the next row, and Gwen and Miles perched on the back of the seats between them. 

“Where’s Mr. B?”

“He was-” Before Ham could finish, a door opened on the side of the auditorium and Mr. B strode in, whistling something from Little Shop. “He’s right there, c’mon, why are you asking?”

“You’re hysterical, Ham.”

“Oh, I am well aware of that fact.”

“I wasn’t.”

“I’ll have you know,” Ham crowed, hopping up and gesturing. They suddenly felt _something_ , just beyond their hand, and they instinctively grabbed it, pulling a large wooden hammer into existence. 

“What the fu-um, heck?” The kids looked away from the hammer to see Mr. B, standing slack jawed at the entrance to their row. “Why do you-How did you-where...WHAT?”

Ham shrugged. “It came with the spider bite, I guess. I think a couple of us got different things.”

“Different things?”

“I mean, we all got the basics,” Miles explained. 

“Wall climbing, strength,”

“Agility. Only Noir can web stuff though.”

“Yeah,” Peni said, reaching into a pocket, “and I can talk to my spider with my mind.” She pulled out a small box and popped it open to show here red and black spider, who waved at the group. 

“And I can pull stuff from my pocket, and apparently the air now.” Ham experimentally swung the hammer, which made an almost comical whooshing sound. “Hey, it’s a _Ham_ mer.”

“Ham, I will throw you onto the catwalk for that one.” Noir was rolling his eyes, but he was smiling too, so Ham winked at him as Mr. B made his way towards them all, still clearly confused. 

“Ok, ok. One thing at a time. What do you mean Noir can web, I have to use-” Rather than explaining, Noir raised an arm and shot a web towards the stage. Mr. B trailed off, staring as the web flew through the air and stuck to the edge of the stage. He slowly turned back to Noir. “Ok, that’s what you meant. Could I see your, um…” He gestured vaguely at Noir’s wrist. 

“Oh yeah, sure!” Noir rolled back a sleeve, and Ham’s stomach turned a little at the gossamer strand seeming to just come from the middle of their friend’s wrist. Mr. B stepped up and gently took the wrist, examining it-no, Spider-Man? No, Mr. B, Ham decided as Mr. B started asking Noir questions. They had known him as Mr. B a lot longer, and besides, it would help make sure they didn’t trip in front of a civilian. 

Christ, did they use words like _civilian_ now? What a weird time. 

“Ok, so do you flick your wrist like that to shoot it?”

“I mean, I do that, yeah, but I think it might be more of a me thing to do that?”

“Great. I just have these guys, and I developed the web fluid.” Mr. B pulled up his own sleeves to show thin bracelets. Up close, Ham could see the trigger mechanism snaking up to his palm. “Speaking of web fluid, I might try to get some of yours Noir, to study.”

“Yeah, ok.”

“I didn’t know you knew about this kind of thing, Mr. B.”

“Miles, I have a degree in chemical engineering.” 

“ _Really?_ ”

Mr. B threw his hands up. “Yeah, I do! Why is that so hard to believe?”

“Most people with a chemical engineering degree don’t become a theatre teacher.”

“That’s true, I guess.” 

“Wait.” Mr. B turned to look at Ham, who was raising an eyebrow at the teacher. “Are you saying that both teacher Peter Parkers are chemists in some way?”

“Why is our school like this?”

“Yeah, that’s why I don’t like mentioning it, it confuses people.” Mr. B had an evasive look in his eyes, so Ham figured there was something he wasn’t telling them. They didn’t push, though, figuring he was entitled to some amount of privacy. 

They re-focused on the conversation to find that Noir was eyeing them nervously. “What?”

“You keep twirling your damn magic hammer around, I don’t want to get smacked.” Ham looked down and realized they were twirling the hammer to a worrying degree. 

“Shit, sorry. I’ll...put it back?” Noir shrugged, and Ham raised the hammer up, squinted, then pushed it into what they hoped would prove to be a reality bending pocket similar to whence it came. Unfortunately, it didn’t work. They closed their eyes, breathed, and imagined replacing the hammer on some kind of shelf just out of sight. 

They opened their eyes and tried again, even making the motion of setting it down. Sure enough, the hammer vanished, along with their hand, and when they pulled it back, the hammer was gone. Mr. B had been staring the whole time, clearly still confused by the whole thing. 

“I take it that isn’t included in your power suite?”

“No, no it is not. Neither is a psychic link to a spider?” Mr. B turned to Peni at that, and she stood up a little straighter and held out the box. Mr. B took a step back, almost running into the seats behind him. “I can see it from here, thank you.”

Miles also tried to sidle away from the spider, but he overstepped and fell off the chair, popping back up next to Mr. B, who dragged his hand over his face as he looked at Miles. 

“Miles, that’s why we don’t perch on chairs like that.”

“I was doing fine, though!”

“Yeah, until you weren’t.” Miles folded his arms and leaned back against the seat. “Gwen, you too.” Gwen looked disappointed, but neatly hopped down anyway. “Ok, back to the mind meld situation. Peni, how long have you been able to talk to...what’s its name?”

“Spider.”

“ _Spider?_ ”

Peni threw a hand up. “I didn’t choose it! That’s its name!”

“Ham, stop making fun of Spider’s name.”

“I’m not making fun of it, I was just surprised!” 

“To answer your other question, Mr. B, like two days, the connection solidified about 20 hours after the bite.”

“Great. Awesome. Ok. Anyone else have special powers?” Everyone shook their heads. “Cool. In that case-”

“Is it time to start Spider-Man lessons?” Miles was bouncing on the balls of his feet, clearly excited. The other kids arranged themselves in seats, Ham pulling a small notebook from their pocket. 

Mr. B looked stricken. “No, we’re not doing Spider-Man lessons.” Miles stopped bouncing and stared at him. 

Noir slowly raised his hand. “We would come up with different names, Mr. B, we promise.”

“That’s not the issue, Noir. You all aren’t going to become crime fighters. You’re kids!”

“So were you when you started.” Mr. B looked at Gwen, and was clearly trying to control a host of emotions. 

“Yeah, I was, which is even more reason for me to want you all not to do it!”

Ham spun to face Mr. B, putting their legs on the arm of the chair. “Well, then why the hell are we having this meeting?”

“Because I wanted to make sure you all were ok, and so we could talk about the changes you all are going through-”

“NO, no no no-”

“Miles, calm down, it’s not a puberty-Miles?” Everyone had heard Miles protest, but now when they looked where he had been standing, he was gone. “Miles, we’re not talking about puberty, you don’t have to hide...wherever you’re hiding.”

From the empty space behind Mr. B, they heard a huff. “I’m not hiding Mr. B, what are you-” Miles’ voice suddenly yelled, and then he popped back into view. He was staring down at his hands in shock. 

“Well, that’s new.” Miles only let out a strangled sound in reply. “But really, I just want to help you find normal lives-”

“I don’t want a normal life! I want to save people, I have to save people.” Gwen was standing now, hands unconsciously balled into fists. 

“No you don’t Gwen, that’s another reason I wanted to have this meeting! All of you, you don’t have to do anything, you are allowed to just be kids.”

Miles slid past Mr. B to be facing him, quietly saying, “With great power comes-”

“No.” Mr. B’s voice was flat, but his face broke and he sat down. 

Peni kneeled on a chair, elbows on its back. “Mr. B, we’re ready, we want to help. We want to use what we’ve been given.”

Mr. B laughed darkly. “Listen to me. You all are fantastic kids, you’re smart and capable and kind, and I know you think you’re ready, but you aren’t. I was just like you, I thought I was ready, I felt a duty, I felt guilty, I felt the weight of all of this, and _I was not ready_.”

“But who is? Who’s ready for anything in life? That’s what life is, you have to just jump into things, you can’t prepare for it! Life didn’t ask me if I was ready for anything, but here I am.” Noir was looking at Mr. B with a defiant look, and Ham reached over and rubbed his arm a little, recognizing the words from conversations they had before, about Noir’s hatred for the idea of ‘destiny’ and ‘meant to be’. 

Mr. B seemed to recognize this too, because he hurriedly said, “I’m not saying that, life is not some kind of universal plan, it’s a whole bundle of entropy, and you don’t deserve anything besides happiness and learning, and I know you haven’t gotten that, any of you really. But this is different. You do not owe the world anything, you don’t owe the city anything. I said all this stuff when I got bit, I get it, I really do, but-”

“Fine.” Ham swung their legs back to the ground and stood up, turning to the other kids. “We’ll just figure it out ourselves.” They turned back to Mr. B. “Did you say that?”

“I, I mean kind of, but-” Mr. B stopped, staring at the kids, taking in their determined expressions. “This won’t work, you know, I know you’re bluffing.”

“Do you?” Gwen’s voice was even, but Ham felt their hair stand on end. Mr. B looked panicked for a second before clearing his face again. 

“Look, I…” He looked at them all again, turned and walked down the aisle a few steps, and started yelling into his arm. “ _No, no no no no, you can’t do this, keep it together!_ ”

“We can hear you.” Mr. B glared over his shoulder at Peni before turning back around. He ran his fingers through his hair, then slowly turned back around and walked back to the kids. He sank into the chair and took a long look at each of them. 

“Ok. Fine. I’d rather you hear it from me, I guess.” As the kids started cheering and high fiving, Mr. B muttered, “I should have figured, this conversation didn’t work with me either.” But Ham could tell he was scared, and they kind of felt bad. But they also knew they couldn’t sit by now that they had these powers, and they knew the others felt the same way. Hopefully they would be able to put Mr. B’s fears to rest. 

“Alright, what are we starting with?”

“Nothing, not here. My Aunt May has a lot of my tech, she helped design it. She also has a tutoring service, so i feel better about meeting there. Are you all available this weekend?” After referencing calendars, they agreed on Saturday evening, and Mr. B nodded. “Great, take care of yourselves. And no crime fighting before then, ok?”

“Of course, now that we have lessons, we don’t want to run into things!” Mr. B sighed, ignoring Miles’ innocent smile. He nodded at all of them and got up, heading out of the auditorium. 

Ham turned to the rest of them. “Nice work, everyone. And Gwen, holy shit-”

“Language!” Ham turned to where Mr. B was almost out of the auditorium. 

“I’m a superhero now, you’d think I could curse.”

“First off, you’re not a superhero yet. Second, you’re still my student, even more than before.” Ham rolled their eyes and turned back. 

“But seriously Gwen, when you said ‘Do you’, I got chicken skin everywhere.”

“Chicken skin?”

“Goosebumps,” Noir supplied. Ham pointed at Noir appreciatively. 

“He gets me.” Noir had been Ham’s friend long enough, and had been to their house enough times, to have picked up some of their linguistics. 

Gwen laughed a little, but there was no mirth in it. “Yeah, I just...I didn’t want to miss this opportunity.” Ham tilted their head a little. 

“You ok?”

“Yeah, yeah. You know.” Ham could tell they didn’t know, not at all, but they knew better than to to pry right now. Gwen would share when, and if, she was ready. 

“Hey, we did it.” They turned to Peni, who was beaming. “We’re gonna be Spider-People!”

**Notes for the Chapter:**

> Thanks again! Things are about to start picking up, but you know me. Emotions.

**Author's Note:**

> Thanks for reading! Please leave a Kudos or comment if you enjoyed your time here, and if you want to talk to me about the fic, musicals, Spiderverse, or just life in general, hit me up on tumblr, @one-true-houselight
> 
> Thanks again!


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